Common Per Share Merger Consideration definition

Common Per Share Merger Consideration means the amount equal to (x) the excess of the Preferred Stockholder Allocated Amounts over the Aggregate Liquidation Preference Amount, divided by (y) the number of shares of Company Common Stock (excluding Dissenting Shares) as of immediately prior to the Effective Time.

Common Per Share Merger Consideration means the Common Merger Consideration divided by the Full Dilution Number.

Common Per Share Merger Consideration means an amount equal to: (a) the Aggregate Merger Consideration less the Aggregate Liquidation Preference Amount, divided by (b) the number of Common Share Equivalents held by all Company Equityholders immediately prior to the Effective Time with each share of Preferred Stock and each Warrant adjusted downward as described in the definition of Closing Merger Consideration to reflect the fact that neither holders of Company Common Stock (excluding any amounts paid by the Preferred Stockholders and Warrant Holders) nor holders of Options will contribute to either the Escrow Amount or the Representative Fund and with each share of Company Common Stock adjusted upward as described in the definition of Closing Merger Consideration to reflect the fact that neither holders of Company Common Stock (excluding any amounts paid by the Preferred Stockholders and Warrant Holders) nor holders of Options will contribute to the Escrow Amount or Representative Reserve.

Examples of Common Per Share Merger Consideration in a sentence

• Notwithstanding anything to the contrary contained herein, in the event that a Dissenting Stockholder perfects its appraisal rights in accordance with Section 262 of the DGCL, the Paying Agent shall retain the Cash Common Per Share Merger Consideration or the Other Common Per Share Merger Consideration, as the case may be, allocable to such Dissenting Stockholder until the resolution of such appraisal action.

• If a Stockholder delivers a Letter of Transmittal at least two (2) Business Days prior to the Closing Date, Parent shall cause the Payment Agent to pay such Stockholder at the Closing the Common Per Share Merger Consideration in respect of each share surrendered by such Letter of Transmittal in accordance with the Payment Agent Agreement.

• Each share of Series B Preferred Stock is convertible into one share of Common Stock and has a Liquidation Preference (as such term is defined in the Certificate of Incorporation of the Company) equal to the greater of: (1) $[***], (2) the Other Common Per Share Merger Consideration and (3) the Cash Common Per Share Merger Consideration.

• For the avoidance of doubt, any Option for which the Common Per Share Merger Consideration (as calculated as of the Effective Time) is less than or equal to the exercise price per share of Common Stock subject to such Option (an “Out of the Money Option”) shall not be entitled to receive any portion of the Merger Consideration, and shall be canceled, as of the Closing Date, with no consideration delivered in exchange therefor.

• For the avoidance of doubt, at the Effective Time, each then-outstanding and unexercised option or warrant, Company Stock Award or other similar Right to purchase Company Common Stock immediately prior to the Effective Time with an exercise price per share that is equal to or greater than the Common Per Share Merger Consideration will be cancelled, shall cease to represent the right to purchase shares of Company Common Stock, and no consideration shall be delivered in exchange therefor.

More Definitions of Common Per Share Merger Consideration

Common Per Share Merger Consideration means the Common Merger Consideration divided by the number of shares of Fully-Diluted Common Stock. “Common Warrant In-the- Money Amount” means the amount, rounded to the nearest cent, determined by the Iterative Process, equal to the Common Per-Share Merger Consideration assuming that the Total Cash Equity Price is equal to the Estimated Total Cash Equity Price.

Common Per Share Merger Consideration means one share of Delaware Parent Common Stock, to be paid as consideration for each full share of Series A Common Stock and for each full share of Series B Common Stock, before taking into account the Reserved Shares.

Common Per Share Merger Consideration means an amount equal to the quotient of (x) the Merger Consideration divided by (y) (i) the total number of Common Shares outstanding, plus (ii) the total number of Common Shares that would be issued assuming the cashless exercise of all outstanding Options, minus (iii) the total number of Rollover Common Shares.

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

Common Per Share Merger Consideration means an amount equal to the quotient of (x) (i) the Merger Considerationminus (ii) the Preferred Share Merger Consideration divided by (y) (i) the total number of Common Shares outstanding, plus (ii) the total number of Common Shares that would be issued assuming the exercise of all outstanding Options (other than Out of the Money Options); as set forth in greater detail on the Per Share Payment Schedule.

Common Per Share Merger Consideration shall be equal to the quotient of (x) the Sellers’ Merger Consideration, minus the Preferred Per Share Merger Consideration multiplied by the Fully-Diluted Preferred Shares, divided by (y) the Fully-Diluted Common Shares.

Common Per Share Merger Consideration means an amount equal to the quotient of (x) the Common Stock Merger Consideration, divided by (y) the sum of (i) the total number of shares of Common Stock outstanding as of immediately prior to the Effective Time, (ii) the total number of shares of Common Stock that would be issued assuming the exercise of all outstanding Options (other than Out of the Money Options), assuming such exercise immediately prior to the Effective Time, and (iii) the total number of shares of Common Stock that would be issued assuming the exercise of all outstanding Warrants (other than Out of the Money Warrants), assuming such exercise immediately prior to the Effective Time.