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.

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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

If, after the Effective Time, such holder withdraws, fails to perfect or loses any such right to payment, such holder’s Dissenting Shares shall be treated as having been converted as of the Effective Time into the right to receive the Closing Per Share Consideration, without interest, such holder would have otherwise been entitled to receive in accordance with Section 1.8 of this Agreement.
Notwithstanding anything in this Agreement to the contrary, shares of the capital stock of the Company held by a holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive any Closing Per Share Consideration.
Until surrendered as contemplated by this Section 1.11, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Closing Per Share Consideration in accordance with this Agreement.
At the Effective Time, holders of certificates representing shares of capital stock of the Company that were outstanding as of immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive any Closing Per Share Consideration as set forth in this Agreement, and the stock transfer books of the Company shall be closed with respect to all shares of such capital stock of the Company outstanding as of immediately prior to the Effective Time.
The number of shares of Company Common Stock subject to each award of Substitute RSUs shall be equal to the quotient, rounded down to the nearest whole share, of (x) (A) the number of shares of Company Common Stock that were subject to the Company Option immediately prior to the Effective Time multiplied by (B) the Company Common Stock Closing Per Share Consideration minus the per share exercise price of the Company Option divided by (y) the Company Common Stock Closing Per Share Consideration.

More Definitions of Closing Per Share Consideration

Closing Per Share Consideration means (a) the Purchase Price plus the Aggregate Exercise Price minus the Indemnification Escrow Amount, divided by (b) the Fully Diluted Shares Number.

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

Closing Per Share Consideration means (a) the Purchase Price plus the Aggregate Exercise Price

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 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. ▇▇▇▇▇▇▇▇▇/60 166756-0017

Closing Per Share Consideration means an amount equal to the sum of (i) the Closing Per Share Cash Consideration, plus (ii) the Closing Per Share Equity Consideration.

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.