Common Stock Cash Consideration definition

Common Stock Cash Consideration means an amount equal to the Aggregate Common Stock Consideration minus (y) the Company Stock Option Cash Consideration and (z) the Warrant Cash Consideration.
Sample 1
Common Stock Cash Consideration means the amount equal to: (a) $3,125,000; divided by (b) the Common Share Number (as defined below). As used herein, the "Common Share Number" means the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time.
Sample 1
Common Stock Cash Consideration means an amount equal to the Estimated Adjusted Cash Consideration, minus the Aggregate Series C Liquidation Preference.
Sample 1

Examples of Common Stock Cash Consideration in a sentence

  • As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Purchaser Common Stock, Cash Consideration and cash in lieu of fractional shares as provided herein.

  • At the Effective Time, by virtue of the Merger, all shares of Prize Common Stock that are issued and held as treasury stock shall be cancelled and retired and shall cease to exist, and no shares of Parent Common Stock, Cash Consideration or other consideration shall be paid or payable in exchange therefor.

  • Subject to Section 2.3(c), the Company shall pay the amount consisting of the Initial Common Stock Cash Consideration owing to each such DSU Holder pursuant to this Section 2.3 immediately after the Effective Time and the remaining portion of such amount shall be paid to each such DSU Holder, as and if the same becomes due and payable, in accordance with the applicable terms hereof and the Escrow Agreement.

  • For the avoidance of doubt, the full amount of any withholding required with respect to the consideration to be paid to an Option Holder under Section 2.3(a) and to a DSU Holder under Section 2.3(b) may be withheld from the Initial Common Stock Cash Consideration payable to such holder.

  • The Company Common Stock Exchange Ratio is calculated by dividing (i) the quotient obtained by dividing (A) the Company Common Stock Merger Consideration less the Company Common Stock Cash Consideration, by (B) the number of Outstanding Shares of Company Common Stock, by (ii) the Trading Price.

  • Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed from and after the Effective Time to represent only the right to receive the Common Stock Cash Consideration or the Preferred Stock Consideration, as applicable.

  • Host is desirous of entering into a merger transaction with the Company and the sole shareholder of the Company, as a result of which such shareholder will receive Host Common Stock, Cash Consideration and Post Closing Shares (each as defined herein).

  • After the Effective Time of the Merger, each outstanding certificate which, prior to the Effective Time of the Merger, represented First National Common Stock, will be deemed for all corporate purposes of Premier to evidence ownership of the number of full shares of Premier Common Stock, Cash Consideration and Additional Cash Consideration into which the shares of First National Common Stock represented thereby were converted.

  • The portion of such consideration consisting of the Initial Common Stock Cash Consideration shall be paid to the Option Holders immediately after the Effective Time, and the remaining portion shall be paid to the Option Holders as and if the same becomes due and payable, in accordance with the applicable terms hereof and the Escrow Agreement.

  • For the avoidance of doubt, the full amount of any withholding required with respect to the consideration to be paid to a holder of Common Stock under Section 2.1(c)(i)(A) may be withheld from the Initial Common Stock Cash Consideration payable to such holder.


More Definitions of Common Stock Cash Consideration

Common Stock Cash Consideration means the amount equal to the Per Share Cash Consideration multiplied by the number of shares of Common Stock issued and outstanding immediately prior to the Closing.
Sample 1
Common Stock Cash Consideration shall have the meaning specified in Section 1.6(b)(i).
Sample 1

Related to Common Stock Cash Consideration

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

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

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

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

  • 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).

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

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

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

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

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

  • 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.

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

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • 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.

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

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

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

  • Base Merger Consideration means $1,200,000,000.

  • 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.

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

  • Earnout Consideration has the meaning specified in Section 2.05(a).