Common Per Share Cash Amount definition

Common Per Share Cash Amount means an amount in cash equal to (a) the Common Per Share Amount minus (b) the Value of the Common Per Share Stock Issuance Amount.
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Common Per Share Cash Amount means an amount equal to (a) the Common Proportion multiplied by the Closing Cash Consideration, divided by (b) the Fully-Diluted Common Stock, as set forth in the Closing Capitalization Schedule.
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Common Per Share Cash Amount means an amount of cash equal to (i) the Common Cash Consideration divided by (ii) the sum of (A) the aggregate number of shares of Common Stock outstanding immediately prior to the Interim Effective Time plus (B) the aggregate number of shares of Common Stock issuable upon exercise of all Options and Warrants outstanding immediately prior to the Interim Effective Time.
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Examples of Common Per Share Cash Amount in a sentence

  • Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares of Company Capital Stock owned by Parent or Merger Sub) shall be converted at the Effective Time into the right to receive an amount in cash equal to the Common Per Share Cash Amount.

  • The “Option Exchange Ratio” shall be equal to (x) the Common Per Share Cash Amount divided by (y) the mean between the lowest and highest reported sale prices of the Parent Common Stock on the Closing Date on the New York Stock Exchange.

  • Assuming the Debt Financing is funded in accordance with the Debt Commitment Letters, the net proceeds contemplated by the Debt Commitment Letters, together with cash on hand at Parent, will in the aggregate be sufficient for Merger Sub and the Surviving Corporation to, on and after the date of the Closing, pay the aggregate Common Per Share Cash Amount and satisfy the obligations of Parent and Merger Sub under this Agreement.

  • Subject to Section 2.10, Section 2.11, Section 2.12 and Section 3.2 and Article 10, each share of Common Stock issued and outstanding immediately prior to the Effective Time, shall be canceled, extinguished and automatically converted into the right to receive the Common Per Share Cash Amount and the Common Per Share Stock Amount.


More Definitions of Common Per Share Cash Amount

Common Per Share Cash Amount means (a) (i) the Estimated Cash Merger Consideration minus (ii) the Option Settlement Payments divided by (b) (1) the Outstanding Common Shares plus (2) the number of Eligible Options held by Accredited Optionholders plus (3) the RSU Shares; provided that any portion of the Common Per Share Cash Amount that is not payable to the holders of Eligible Options who are Accredited Optionholders as a result of the exercise price applicable to such Eligible Options shall be reallocated to the holders of Outstanding Common Shares.
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Common Per Share Cash Amount means an amount in cash equal to (i) the Common Aggregate Cash Amount divided by (ii) the Total Outstanding Common Shares.
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Related to Common Per Share Cash Amount

  • 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.

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

  • 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.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Per Share Amount has the meaning set forth in Section 3.01(c).

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • NAV per Share means the value of a Share determined under Section 4.1.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Per Share Price shall have the meaning set forth in Section 2.1.

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

  • 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.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • Relative Total Shareholder Return means for the Incentive Period the Total Shareholder Return of the Company compared to the Total Shareholder Return of the Peer Group, as more particularly set forth on attached Exhibit C.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Common Unit Price has the meaning specified in Section 2.1(b).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.