Common Merger Consideration definition

Common Merger Consideration means the amount equal to the fraction, the numerator of which is the Merger Consideration and the denominator of which is the aggregate number of shares of Company Common Stock outstanding at the Effective Time.

Common Merger Consideration shall have the meaning set forth in Section 3.1(b).

Common Merger Consideration has the meaning set forth in Section 1.7.

Examples of Common Merger Consideration in a sentence

• Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished, and each share of Company Common Stock which is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares (as provided in Section 2.7)) shall be automatically converted into solely the right to receive in shares of Buyer Common Stock, the Common Merger Consideration.

• Any portion of the Total Common Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Dissenting Shares will be returned to Parent upon demand.

• Until surrendered as contemplated by this Section 2.02, each Common Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Common Merger Consideration to which the holder of such Common Certificate is entitled pursuant to this Article II.

• For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor.

• Any Common Merger Consideration, Class A Consideration or Class B Consideration remaining unclaimed by holders of Common Units, Class A Units or Class B Units immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Authority will, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

More Definitions of Common Merger Consideration

Common Merger Consideration is defined in Section 2.02(a).

Common Merger Consideration means the amount equal to the fraction, the numerator of which is the Merger Consideration and the denominator of which is the aggregate number of the shares of BSD Common Stock outstanding at the Effective Date.

Common Merger Consideration means (a)(i) initially, the Total Cash Equity Price assuming it is equal to the Estimated Total Cash Equity Price and, thereafter, as adjusted from time to time by any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account to the Equityholders, plus (ii) the aggregate exercise price of all Company Options outstanding immediately prior to the Effective Time having an exercise price of less than the Option In-the-Money Amount, plus (iii) the aggregate exercise price of all Common Warrants outstanding immediately prior to the Effective Time having an exercise price of less than the Common Warrant In-the-Money Amount, plus (iv) the aggregate exercise price of all Series B Warrants outstanding immediately prior to the Effective Time having an exercise price of less than the Series B Warrant In-the-Money Amount, plus (v) the aggregate exercise price of all Series C Warrants outstanding immediately prior to the Effective Time having an exercise price of less than the Series C Warrant In-the-Money Amount, plus (vi) the aggregate exercise price of all Series C-1 Warrants outstanding immediately prior to the Effective Time having an exercise price of less than the Series C-1 Warrant In-the-Money Amount, less (b)(i) the Total Series A Preferred Merger Preference, less (ii) the Total Series B Preferred Merger Preference, less (iii) the Total Series C Preferred Merger Preference, less (iv) the Total Series C-1 Preferred Merger Preference.

Common Merger Consideration. As defined in Section 3.2(b).

Common Merger Consideration means (i) an amount in cash equal to (a) $34.10 minus (b) the per share amount of the Pre-Closing Dividend payable to each holder of Company Common Stock minus (c) solely in the event the Distribution is consummated as of such time that is not later than the Effective Time, the SpinCo Consideration Adjustment Amount, and (ii) to the extent the Distribution is to be consummated and unless the Company effects the Distribution by way of a dividend in accordance with Section 2.1, a portion of the SpinCo Consideration calculated by dividing the SpinCo Consideration by the SpinCo Consideration Fully Diluted Number.

Common Merger Consideration has the meaning set forth in the Merger Agreement. 7 3

Common Merger Consideration means the Aggregate Common Merger Consideration divided by the Diluted Common Number (in the understanding that each share of Company Common Stock (or equivalent) should receive a pro rata portion of each component of the Aggregate Common Merger Consideration).