Closing Per Share Consideration definition

Closing Per Share Consideration means the quotient obtained by dividing (A) the Adjusted Total Merger Consideration, by (B) the Fully Diluted Company Share Amount.

Closing Per Share Consideration means, in respect of each share of Company Capital Stock issued and outstanding as of immediately prior to the Closing, a portion of the Closing Consideration determined by dividing (i) the sum of (a) the Closing Consideration, plus (b) the Aggregate Option Exercise Price, by (ii) the Aggregate Fully-Diluted Shares.

Closing Per Share Consideration means, with respect to each share of Company Stock, the Per Share Consideration minus such share of Company Stock’s Pro Rata Share of the Escrow Amount.

Examples of Closing Per Share Consideration in a sentence

• At and after the Effective Time, upon surrender of a Certificate for cancellation to the Paying Agent and delivery of a duly executed Letter of Transmittal, Buyer shall use commercially reasonable efforts to cause the Paying Agent to pay promptly (and in any event within three (3) Business Days) to the holder of such Certificate inexchange therefor cash in an amount equal to (i) the Closing Per Share Consideration multiplied by (ii) the number of shares of Company Stock represented by such Certificate.

• The Buyer shall use commercially reasonable efforts to cooperate with the Company in developing arrangements to facilitate the payment of the Closing Per Share Consideration to significant stockholders of the Company immediately following the Effective Time.

• To the extent that the Company takes action, and/or a holder of an Option delivers an option cancellation agreement (including any Option Cancellation Agreement), providing for the cancellation of an Option as of the Closing in exchange for the Closing Per Share Consideration and the Additional Per Share Consideration to be paid in accordance with this Agreement, such Option so cancelled shall be deemed issued and outstanding as of immediately prior to the Closing for all purposes of this Agreement.

• Buyer shall pay to each Seller who is not a Retained Stockholder an amount equal to the Closing Per Share Consideration multiplied by the number of Shares held by such Seller by wire transfer of immediately available funds to the account designated in writing by such Seller to Buyer no later than two (2) Business Days prior to the Closing Date.

More Definitions of Closing Per Share Consideration

Closing Per Share Consideration means the amount to be received per share of outstanding Common Stock computed as the difference between the Per Share Consideration less (a) the Per Share Escrow Amount and (b) the Per Share Expense Reserve.

Closing Per Share Consideration means an amount equal to (a) the sum of (i) the Purchase Price and (ii) the Aggregate Option Exercise Price, divided by (b) the Fully Diluted Number.

Closing Per Share Consideration of a share of any class or series of the Company Capital Stock means that portion of the Closing Merger Consideration that is payable with respect to each share of such class or series of Company Capital Stock in accordance with the Company Certificate of Incorporation.

Closing Per Share Consideration means in respect of a share of Company Capital Stock (in each case on an as-converted to Company Common Stock basis and after giving effect to any exercise of Company Options or Company Warrants and settlement of Company RSUs prior to the Effective Time, including any such settlement pursuant to Section 1.3(a)(iv)) that is held by a Company Stockholder as of the Effective Time, an amount in cash equal to the product obtained by multiplying (i) the Per Share Consideration and (ii) the Closing Percentage. XX0000000/60 166756-0017

Closing Per Share Consideration means an amount in cash equal to the quotient of (x) (i) the Merger Consideration, minus (ii) the sum of (A) the Adjustment Escrow Amount, plus (B) the Expense Reserve Holdback Amount, divided by (y) the number of Fully Diluted Shares.

Closing Per Share Consideration means the quotient obtained by dividing (a) the Closing Consideration by (ii) the Fully Diluted Common Share Number.

Closing Per Share Consideration means an amount in cash equal to the quotient obtained by dividing (a) the Closing Stock and Vested Option Consideration by (b) the Closing Vested As-Converted Common Stock.