Common Per Share Cash Consideration definition

Common Per Share Cash Consideration means the amount of cash payable in respect of the Common Per Share Consideration as set forth in the Closing Statement.
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Common Per Share Cash Consideration means (i) the Cash Consideration divided by (ii) the Fully Diluted Company Common Stock.
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Common Per Share Cash Consideration means the quotient of (i) the Aggregate Residual Cash Consideration divided by (ii) the Fully-Diluted Number. Merger Agmt - 2 -
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Examples of Common Per Share Cash Consideration in a sentence

  • The aggregate amount of the Preferred Consideration, ------------------- the Class A/B Common Per Share Cash Consideration and the Class C Common Per Share Cash Consideration payable pursuant to section 2.4(e).


More Definitions of Common Per Share Cash Consideration

Common Per Share Cash Consideration means (i) the Cash Consideration divided by (ii) (A) the Fully-Diluted Common Stock less (B) Total Cash-Out Shares.
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Common Per Share Cash Consideration means, with respect to each share of Common Stock that is issued and outstanding or, for purposes of calculating the Option Consideration, issuable upon exercise of a Vested Option to purchase shares of Common Stock, an amount, rounded to four decimal places, equal to (A) the excess of (i) the Participation Per Share Cash Consideration, minus (ii) the Seller Representative Fund Per Share Allocation, minus (iii) the Escrow Per Share Allocation, and (B) the right to receive the (x) Seller Representative Fund Portion attributable to such share, plus (y) the Escrow Portion attributable to such share, plus (z) the Adjustment Portion attributable to such share, in each case, as and when payable in accordance with the terms of this Agreement. The amount set forth in clause (A) of this paragraph is referred to herein as the “Common Per Share Closing Consideration.”
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Common Per Share Cash Consideration means the quotient (calculated to five decimal places) obtained by dividing (i) the difference obtained by subtracting (A) the Total Preference Cash Consideration and (B) the aggregate Common Per Share Cash Dividend from (C) the Total Merger Cash by (ii) the Total Fiberxon Participating Shares.
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Common Per Share Cash Consideration means the amount of cash payable in respect of the Common Per Share Consideration as set forth in the Estimated Closing Certificate, which shall be equal to the product of (a) the Common Per Share Consideration multiplied by (b) the Cash Ratio.
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Common Per Share Cash Consideration means an amount in cash equal to the Common Per Share Amount.
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Related to Common Per Share Cash Consideration

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

  • 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.

  • Cash Consideration has the meaning set forth in Section 2.2.

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • 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.

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • 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.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

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

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

  • 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.

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

  • 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.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • 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;

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

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