Closing Per Unit Share Consideration definition

Closing Per Unit Share Consideration means (i) the quotient of (A) the Closing Share Consideration divided by (B) the Outstanding Company Units plus (ii) the quotient of (A) the product of (I) the Aggregate Threshold Value multiplied by (II) the Closing Share Consideration Percentage divided by (B) the product of (I) the Parent Share Price multiplied by (II) the Outstanding Company Units.
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Closing Per Unit Share Consideration means (a) the Closing Share Consideration, divided by (b) the Fully Diluted Unit Number, provided, however, that with respect to each Member, the Closing Per Unit Share Consideration shall be rounded to the nearest whole Parent Share.
Sample 1
Closing Per Unit Share Consideration means (i) the quotient of (A) the Closing Share Consideration divided by (B) the Outstanding Company Units.
Sample 1

Examples of Closing Per Unit Share Consideration in a sentence

  • Each Company Unit, held by a Member immediately prior to the Effective Time shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Sections 1.4 and 1.6, a number of Acquirer Preferred Shares equal to the Closing Per Unit Share Consideration.

  • Each Company Unit, other than a Class B Unit, held by a Converting Holder immediately prior to the Effective Time shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Sections 1.3(f), 1.4 and 1.6, (A) an amount in cash, without interest, equal to the Closing Per Unit Cash Consideration and (B) a number of Parent Ordinary Shares equal to the Closing Per Unit Share Consideration.

Related to Closing Per Unit Share Consideration

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

  • 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.

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

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

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

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

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

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

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

  • 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.

  • 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.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

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

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

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

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

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

  • Scheme Consideration means, in respect of:

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).