Common Stock Closing Consideration definition

Common Stock Closing Consideration means the amount, in cash, equal to (i) the Initial Consideration plus the aggregate amount of the Per Share Exercise Price for all Cash Value Options issued and outstanding as of the Effective Time, all divided by (ii) the aggregate number of outstanding shares of Company Common Stock (including shares of Company Common Stock subject to Cash Value Options) issued and outstanding as of the Effective Time.
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Common Stock Closing Consideration means an amount in cash equal to (i) the Aggregate Closing Consideration, plus the aggregate amount of the per share exercise price of all Options issued and outstanding as of immediately prior to the Effective Time, all divided by (ii) the aggregate number of shares of Common Stock issued and outstanding, or issuable subject to Options, as of immediately prior to the Effective Time, in each case, excluding the shares of Common Stock subject to the Contribution, as set forth in the certificate contemplated by Section 6.13.
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Common Stock Closing Consideration has such meaning as set forth in Section 2.7(c).
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Examples of Common Stock Closing Consideration in a sentence

  • All payments of Option Closing Consideration and Common Stock Closing Consideration with respect to such cancelled Certificates shall be made by the Escrow & Exchange Agent or the Company, respectively, as promptly as reasonably practicable in accordance with Section 3.4(a) from the Aggregate Merger Consideration.

  • The Exchange Fund and the Company Fund shall not be used for any purpose other than the payment of the aggregate Common Stock Closing Consideration and Option Closing Consideration, respectively, in accordance with the terms of this Agreement.

  • At least three (3) Business Days prior to the Closing Date, the Company shall provide to Parent a certificate executed on behalf of the Company by an executive officer thereof setting forth (a) the aggregate amount of the Company Transaction Expenses, (b) the Common Stock Closing Consideration, (c) Option Closing Consideration, (d) the Note Payment, and (e) the number of shares of Common Stock issued and outstanding, or issuable subject to Options, as of the Closing Date.

  • Pursuant to the terms of the Executive Notes, the Common Stock Closing Consideration payable to any Company Shareholder who is party to an Executive Note shall be reduced by the amount of such Executive Note outstanding as of immediately prior to the Effective Time.

  • The amount of any increase, plus interest at a rate of prime per annum from the Closing Date until the date distributed pursuant to this Section 2.7(d)(ii), shall be paid on a Pro Rata basis by Parent to each Previous Equityholder that has surrendered Certificates for cancellation and has received therefor the Common Stock Closing Consideration in cash.

  • Any Company Common Stock Closing Consideration not paid at Closing due to failure by a Company Stockholder to deliver a duly executed and completed Letter of Transmittal and Certificate(s) (or affidavit, if applicable) at least three (3) Business Days prior to the Closing Date shall be held by the Paying Agent in the Paying Agent Fund.

  • All Warrants that are outstanding and unexercised immediately prior to the Effective Time with a Per Share Warrant Exercise Price equal to or exceeding the Common Stock Closing Consideration will be cancelled as of the Effective Time.

  • The Surviving Corporation shall serve as the paying agent for the portion of the Aggregate Common Stock Closing Consideration payable to Optionholders and holders of Company Restricted Stock Awards.

  • Xxxxx Fargo Bank, National Association, at Parent’s sole expense, shall serve as the paying agent (such institution, in such capacity, the “Paying Agent”) for the Merger, other than with respect to the portion of the Aggregate Common Stock Closing Consideration payable to Optionholders or with respect to Company Restricted Stock Awards.

  • Any and all Company Stock Options that are outstanding and unexercised as of the Effective Time with a Per Share Exercise Price equal to or exceeding the Common Stock Closing Consideration shall be immediately cancelled and forfeited as of the Effective Time without any liability on the part of the Surviving Corporation.


More Definitions of Common Stock Closing Consideration

Common Stock Closing Consideration means the amount, in cash, equal to (i) the Aggregate Merger Consideration, minus the Aggregate Preferred Stock Cash Amount, plus the aggregate amount of the Per Share Exercise Price and Per Share Warrant Exercise Price for all Cash Value Options and all Cash Value Warrants issued and outstanding as of the Effective Time, all divided by (ii) the aggregate number of outstanding shares of Company Common Stock (including shares of Company Common Stock subject to Cash Value Options and Cash Value Warrants) issued and outstanding as of the Effective Time as set forth in the certificate contemplated by Section 9.3(e).
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Common Stock Closing Consideration means with respect to each Common Share (a) (i) the Closing Purchase Price minus (ii) the sum of (A) the Aggregate Series A Liquidation Preference and (B) the Aggregate Series B Liquidation Preference, divided by (b) the Fully Diluted Shares.
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Common Stock Closing Consideration means (a) the Base Amount, minus (c) the Unpaid Company Expenses, minus (d) the Escrow Amount, minus (e) the Representative Expense Amount.
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Related to Common Stock Closing Consideration

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

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

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

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

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

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

  • 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).

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

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

  • 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.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

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

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.