Common Stock Per Share Merger Consideration definition

Common Stock Per Share Merger Consideration means, as of each Measuring Date, the quotient determined by dividing (x) the sum of the (A) Initial Merger Consideration, plus (B) the Indemnity Escrow Consideration, plus (C) the Working Capital and Severance Escrow Consideration, plus (D) the Contingent Consideration, plus (E) the Stockholder Representative Expense Fund Consideration, plus (F) the Aggregate Exercise Price by (y) the Fully Diluted Share Amount.

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

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.

Examples of Common Stock Per Share Merger Consideration in a sentence

• 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.

• Each share of Target Common Stock (other than those shares set forth in Section 3.2(b) and Dissenting Shares) shall be converted into the right to receive the Total Common Stock Per Share Merger Consideration subject to the terms in Section 3.3(a).

• EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE OR USE.

• 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).

• Notwithstanding the foregoing, the amount of Common Stock Per Share Merger Consideration actually paid to the holders of Shares shall be reduced by the amount of the Expense Deduction (as defined in Exhibit 5.9).

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 means the quotient of (i) the Common Stock Aggregate Merger Consideration divided by (ii) the total number of shares of Target Common Stock outstanding immediately prior to the Effective Time.

Common Stock Per Share Merger Consideration shall have the meaning set forth in Section 1.8.

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).

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 an amount equal to fifteen and one-half cents ($0.155) per share.