Closing Per Share Cash Consideration definition

Closing Per Share Cash Consideration means an amount in cash (without interest) equal to the quotient of (1) the sum of Closing Cash Consideration and the aggregate dollar amount that would have been payable to the Company as exercise price for the exercise of all Vested Options outstanding at the Effective Time and (2) the Fully Diluted Final Share Count.
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Closing Per Share Cash Consideration means the quotient obtained by dividing (A) the Closing Cash Consideration by (B) the Fully Diluted Company Shares.
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Closing Per Share Cash Consideration means an amount equal to (x) the Per Share Cash Consideration minus (y) the quotient (rounded to the fourth decimal point) obtained by dividing (A) the Escrow Amount by (B) a number equal to the sum of (i) the number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time plus (ii) the number of shares of Company Preferred Stock outstanding as of immediately prior to the Effective time.
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Examples of Closing Per Share Cash Consideration in a sentence

  • Each Holder, by virtue of accepting the Closing Per Share Cash Consideration through the delivery of its Letter of Transmittal pursuant to Section 2.6(c) or other consent to the terms hereof (including pursuant to Section 7.13) or Award Payments shall be deemed to accept and agree to be bound by and comply with the terms and obligations of this Article IX.

  • The aggregate purchase price for the Holdings Interest payable by Purchaser to Seller shall be: (i) at the Effective Time, the product of (x) Closing Per Share Cash Consideration multiplied by (y) the number of shares of Class A Common Stock owned by Holdings as of immediately prior to the Effective Time (the “Holdings Consideration”); and (ii) following the Effective Time, any Holdings Distribution Amounts, payable when and as provided herein.

  • Any payments made to or by the Seller and the Stockholders pursuant to this Section 2.8 shall be treated as an adjustment to the Closing Per Share Cash Consideration.

  • The Company and Participant hereby expressly waive their right to a jury trial.


More Definitions of Closing Per Share Cash Consideration

Closing Per Share Cash Consideration means the Closing Cash Consideration divided by the number of Shares (including the Loan Conversion Shares).
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Closing Per Share Cash Consideration means 4.628% of the Closing Per Share Price. The Closing Per Share Cash Consideration would be $4.946 if the Closing were to occur on the date hereof.
Sample 1
Closing Per Share Cash Consideration means an amount equal to the quotient of (a) the sum of (i) Closing Cash Consideration and (ii) the aggregate dollar amount that would have been payable to the Company as exercise price for the exercise of all Vested Company Options that are In-the-Money Company Options as of the Purchase Price Measurement Time (without regard to any future Distributions), divided by (b) the sum of (i) the aggregate number of shares of Common Stock outstanding as of immediately prior to the Effective Time and (ii) the aggregate number of shares of Common Stock subject to all Vested Company Options that are In-the-Money Company Options as of the Purchase Price Measurement Time (without regard to any future Distributions).
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Related to Closing Per Share Cash Consideration

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).