Common Stock Per Share Merger Consideration definition

Common Stock Per Share Merger Consideration means an amount equal to (a) the Common Stock Per Share Closing Payment, plus (b) the Per Share Amount of each Post-Closing Distribution.

Common Stock Per Share Merger Consideration means an amount equal to (1) (a) the sum of (i) the Closing Residual Cash Consideration, plus (ii) the Aggregate In-the-Money Option Exercise Price divided by (b) the number of Fully-Diluted Common Shares, minus (2) (a) the Preferred Stock Per Share Merger Consideration multiplied by (b) the Fully-Diluted Preferred Shares.

Common Stock Per Share Merger Consideration has the meaning specified in the recitals hereof.

Examples of Common Stock Per Share Merger Consideration in a sentence

• At the Effective Time, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares as provided in Section 1.1(g)(iv)) will, by virtue of the Merger, and without the need for any further action on the part of the holder thereof, be exchanged for the Common Stock Per Share Merger Consideration (as defined in Section 1.1(g)(vii)), subject to the provisions of Section 1.3 regarding the elimination of fractional shares.

• The Board of Directors of the Company has received the opinion of Moelis & Company, dated the date of this Agreement, to the effect that, as of the date of such opinion and subject to the procedures followed, and the qualifications, assumptions and limitations set forth therein, the Common Stock Per Share Merger Consideration is fair, from a financial point of view, to the holders of Common Stock (other than the Principal Stockholders and their respective affiliates).

• Parent, the Surviving Corporation and the Stockholders’ Representative shall be entitled to rely conclusively on the Closing Payment Schedule and shall have no liability to any Securityholders with respect to the calculation of the Common Stock Per Share Merger Consideration, Series A-1 Per Share Merger Consideration, Series A-2 Per Share Merger Consideration and the Company Option-Based Merger Consideration if the Final Merger Consideration is distributed in accordance with the Closing Payment Schedule.

• In the event that (a) the Escrow Contribution Per Share Amount for any In-the-Money Target Option is greater than (b) the difference between the (x) Target Common Stock Per Share Merger Consideration and (y) the per share exercise price of any In-the-Money Target Option, the amount of the difference between (a) and (b) will be contributed to the Escrow Amount by Windward Capital Partners II, L.P. (96.35% of the difference) and Windward Capital XX XX, LLC (3.65% of the difference).

• The Common Stock Per Share Merger Consideration shall be no less than $0.27 (the “Floor Price”).

More Definitions of Common Stock Per Share Merger Consideration

Common Stock Per Share Merger Consideration shall be equal to a cash payment in an amount equal to the quotient obtained by dividing (i) the Common Stock Merger Consideration by (ii) the Fully Diluted Common Shares Outstanding.

Common Stock Per Share Merger Consideration shall consist of (a) cash equal to the Cash Per Share Conversion Amount, and (b) a number of shares of HBIO Common Stock equal to the Stock Conversion Number (as defined below).

Common Stock Per Share Merger Consideration shall have the meaning specified in Section 1.1(g)(vii) hereof.

Common Stock Per Share Merger Consideration means an amount equal to fifteen and one-half cents ($0.155) per share.

Common Stock Per Share Merger Consideration means that portion of the Merger Consideration (calculated to five decimal places) allocable to each share of Common Stock set forth on the Allocation Schedule (as may be amended as provided herein), which shall be determined in accordance with the designations, rights and preferences set forth in the Company’s Certificate of Incorporation and account for the aggregate exercise prices of all In-the-Money Company Options and the Fully Diluted Common Shares Amount.

Common Stock Per Share Merger Consideration has the meaning set forth in the Net Merger Consideration Payment Schedule.

Common Stock Per Share Merger Consideration means (A) $21,600,000, less the aggregate Preferred Stock Merger Consideration (namely, $12,200,000), plus the sum of the In-The-Money Option Exercise Price for all In-The-Money Options, plus or minus the Net Working Capital Adjustment Amount, if any, plus or minus the Closing Cash Adjustment Amount, if any, less the total amount of Company Expenses as reflected on the Company Closing Expense Schedule, less an adjustment under Section 2.13(j), if any, divided by (B) the number of Outstanding Common Stock Equivalents. Parent shall have the option, upon receipt from the Company of a termination notice under Section 7.1(b)(iv), in Parent’s sole and absolute discretion, to fix the Common Stock Per Share Merger Consideration at $0.27 in lieu of the amount calculated in accordance with the preceding sentence. Such option must be exercised in writing by the fifth business day after Parent’s receipt of a notice of termination or this Agreement shall be terminated, subject to Parent’s rights under Section 7.3(c).