Common Per Share Consideration definition

Common Per Share Consideration means (i) the sum of (A) the Merger Consideration plus (B) the Aggregate Exercise Price divided by (ii) the Fully-Diluted Company Common Stock.

Common Per Share Consideration means the amount of Merger Consideration payable in respect of each Company Common Share pursuant to the terms of this Agreement as set forth in the Closing Statement, which amount shall be equal to the quotient of (a) the Merger Consideration divided by (b) the Fully Diluted Share Capital.

Common Per Share Consideration means (i) the sum of (A) the Merger Consideration, less (B) the Aggregate Senior Liquidation Amount, less (C) the Aggregate Junior Liquidation Amount, divided by (ii) the Fully-Diluted Company Common Stock; provided that, with respect to the calculation of the Acquirer RSUs to be granted in respect of the Promised Company Options, Unvested Company Options and Excluded Company Options, the Aggregate Senior Liquidation Amount and the Aggregate Junior Liquidation Amount are calculated without giving effect to deductions in respect of the Escrow Amount or the Securityholders’ Agent Amount.

Examples of Common Per Share Consideration in a sentence

• Between the Agreement Date and the Closing, the Company will issue Company restricted stock units having an aggregate value of not greater than $15,000,000 (calculated based on the Common Per Share Consideration) (the “Company Restricted Stock Units”) under the Company 2013 Equity Incentive Plan, subject to the prior review and approval of the Acquirer, such approval not to be unreasonably denied.

• Each share of Company Capital Stock held by a Converting Holder immediately prior to the Effective Time (other than Dissenting Shares and shares that are owned by the Company as treasury stock) shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Section 1.4, an amount in cash, without interest, equal to the Common Per Share Consideration.

• The “RSU Exchange Ratio” shall mean the quotient obtained by dividing (A) the Common Per Share Consideration by (B) the Signing Price.

• Upon cancellation thereof, each Company Warrant shall be converted into and represent the right to receive, subject to and in accordance with Section 1.4, an amount in cash, without interest, with respect to each share of Company Common Stock underlying such Company Warrant, equal to the excess of (x) the Common Per Share Consideration over (y) the per share exercise price of such Company Warrant, to the extent a positive number (collectively, the “Warrant Payments”).

• After the Effective Time, all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and retired, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto other than the right to receive the Common Per Share Consideration, the Series A Per Share Consideration or the Series B Per Share Consideration, as applicable, to be paid in consideration therefor upon the surrender of such certificate.

More Definitions of Common Per Share Consideration

Common Per Share Consideration means the amount of Merger Consideration payable in respect of each Company Common Share pursuant to the terms of this Agreement as set forth in the Closing Statement, which amount shall be equal to the greater of (a) $0 and (b) the quotient of (i) the Merger Consideration (with the value of the Buyer Common Shares calculated by multiplying the aggregate number of Buyer Common Shares issued as Stock Merger Consideration by the Buyer Public Offering Price) minus the Series 1 Aggregate Liquidation Preference Amount minus the Series 2 Aggregate Liquidation Preference Amount minus the Series 3 Aggregate Liquidation Preference Amount, divided by (ii) the Fully Diluted Share Capital.

Common Per Share Consideration means, collectively, the Common Per Share Cash Consideration and the Common Per Share Stock Consideration.

Common Per Share Consideration. Means the quotient obtained by dividing (a) the Shareholder Merger Consideration less the aggregate dollar amount of the Shareholder Merger Consideration into which the Series A Preferred, Series B Preferred and Series C Preferred are converted pursuant to Section 2.5(b), by (b) the total number of shares of Common Stock outstanding as of immediately prior to the Effective Time.

Common Per Share Consideration has the meaning set forth in Section 2.01(b).

Common Per Share Consideration shall equal, per share of Company Common Stock, $130.109276 in cash (subject to any adjustments made pursuant to Section 1.8 hereof) and 14.621796 fully paid and nonassessable shares of common stock, par value $0.01 per share of Parent (“Parent Common Stock”), payable to the holder thereof, without interest and less any withholding taxes.

Common Per Share Consideration means the amount of Base Merger Consideration payable in respect of each share of Company Common Stock pursuant to the terms of this Agreement as set forth in the Estimated Closing Certificate, which amount shall be equal to the quotient of (a) the Base Merger Consideration divided by (b) the Fully Diluted Shares Outstanding.

Common Per Share Consideration means the amount equal to ------------------------------ the quotient of (A) the Common Merger Consideration plus the product of (x) the number of Cash-Out Options multiplied by (y) their respective exercise prices per share of Company Common Stock; divided by (B) the sum of (x) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time plus (y) the number of shares of Company Common Stock issuable upon exercise of Cash-Out Options;