Closing Per Share Merger Consideration definition

Closing Per Share Merger Consideration means (a) the Closing Merger Consideration, divided by (b) the Fully Diluted Share Number.

Closing Per Share Merger Consideration means with respect to a share of Company Common Stock, a number of shares of Parent Common Stock equal to the Closing Exchange Ratio.

Closing Per Share Merger Consideration means the quotient obtained by dividing (i) the sum of the Remaining Closing Merger Consideration and the aggregate exercise price of the then outstanding Options by (ii) the sum of the total number of Shares (other than Series C-1 Preference Shares) outstanding as of the Closing on a fully-diluted basis, including all Shares underlying the Options being cancelled in the Option Cancellation and all Excluded Shares.

Examples of Closing Per Share Merger Consideration in a sentence

• Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any such shares of Company Common Stock cancelled pursuant to Section 3.1(a) and any Dissenting Shares) shall, in accordance with and subject to this Agreement, be converted into the right to receive: (i) the Closing Per Share Merger Consideration; plus (ii) the Additional Per Share Merger Consideration, if any, at the time and subject to the contingencies set forth in Section 3.7.

• For the avoidance of doubt, if the Closing Per Share Merger Consideration for a share of Capital Stock is zero, such share of Capital Stock shall be cancelled as set forth herein.

• Any portion of the Aggregate Closing Per Share Merger Consideration deposited with the Paying Agent pursuant to Section 2.03(a) to pay for Appraisal Shares for which appraisal rights shall have been perfected shall be returned to Purchaser or the Surviving Corporation upon the settlement or final and non appealable adjudication of any claim for appraisal rights asserted with respect to such Appraisal Shares.

• The shares of Company Common Stock that would have been due to the holder as a result of the conversion of such shares of Series F Convertible Preferred Stock shall be treated as issued to the holder thereof and converted, as of the Effective Time, into the right to receive: (A) the Closing Per Share Merger Consideration; plus (B) the Additional Per Share Merger Consideration, if any, at the time and subject to the contingencies set forth in Section 3.7.

• Notwithstanding anything in this Agreement to the contrary, if any certificate representing Company Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Surviving Corporation shall issue in exchange for such lost, stolen or destroyed certificate the Closing Per Share Merger Consideration payable in respect thereof pursuant to this Agreement.

More Definitions of Closing Per Share Merger Consideration

Closing Per Share Merger Consideration shall have the meaning set forth in Section 2.1(g).

Closing Per Share Merger Consideration means an amount equal to the quotient obtained by dividing (a) the Estimated Aggregate Purchase Price by (b) the total number of issued and outstanding Company Shares immediately prior to the Effective Time, determined on a Fully-Diluted Basis.

Closing Per Share Merger Consideration means an amount equal to (i) (A) the Adjusted Closing Date Merger Consideration, less (B) the Preferred Stock Consideration (assuming no dissenting shares of Preferred Stock), divided by (ii) the number of Fully-Diluted Shares.

Closing Per Share Merger Consideration means, with respect to each share of Capital Stock, the amount of Closing Merger Consideration, if any, to be distributed with respect to such share of Capital Stock, as set forth on the Consideration Spreadsheet. For the avoidance of doubt, the Closing Per Share Merger Consideration with respect to shares of a class or series of Capital Stock may be zero ($0.00).

Closing Per Share Merger Consideration means (i) with respect to the Series A Preferred Stock, the Series A Preferred Per Share Closing Merger Consideration, (ii) with respect to the Series B Preferred Stock, the Series B Preferred Per Share Closing Merger Consideration, (iii) with respect to the Series C Preferred Stock, the Series C Preferred Per Share Closing Merger Consideration, and (iv) with respect to the Common Stock, the Common Per Share Closing Merger Consideration. In each case, the Closing Per Share Merger Consideration shall be determined for each class of Company Security pursuant to the Company Charter and this Agreement and shall take into consideration the relative priorities and preferences of each class of Company Security upon a liquidation, dissolution or winding up of the Company, all as set forth in the Company Charter and any applicable Award Agreement.

Closing Per Share Merger Consideration means (a) the Closing Merger Consideration, divided by (b) the Aggregate Share Number.

Closing Per Share Merger Consideration means the Closing Per Share Common Merger Consideration and the Closing Per Share Series A Preferred Merger Consideration.