Estimated Per Share Merger Consideration definition

Estimated Per Share Merger Consideration means the positive number, equal to the quotient of (i) the Estimated Initial Merger Consideration, plus the Aggregate Exercise Price, minus the Aggregate Liquidation Preference divided by (ii) the Fully Diluted Common Number.

Estimated Per Share Merger Consideration means $23.65.

Estimated Per Share Merger Consideration shall have the meaning set forth in Section 1.9(b).

Examples of Estimated Per Share Merger Consideration in a sentence

• Immediately following the First Restatement Effective Date, the Additional Consideration shall automatically convert without any further action by the parties hereto into a number of Conversion Shares equal to (1) the Additional Consideration divided by (2) seventy-five percent (75%) (the “Conversion Percentage”) of the Estimated Per Share Merger Consideration.

• The Pre-Closing Statement shall also specify the Closing Date Merger Consideration and the Estimated Per Share Merger Consideration.

• For a period of fifteen (15) days following Closing, Parent and the Shareholders’ Representative shall continue to attempt to resolve any differences as to the Estimated Aggregate Merger Consideration and Estimated Per Share Merger Consideration by Agreed Adjustments.

• Each issued and outstanding Company Common Share (other than shares to be canceled in accordance with Section 2.1(b)) shall thereupon be converted automatically into and shall thereafter represent the right to receive, without interest, subject to Section 2.4, (i) the Estimated Per Share Merger Consideration plus (ii) its Allocable Share of any amounts distributed to the Former Holder pursuant to Section 2.2(g), Section 8.7 or Section 9.13(d).

• The Estimated Aggregate Merger Consideration and Estimated Per Share Merger Consideration, in each case after giving effect to any Agreed Adjustments and the resolution of any disputed matters by the Accounting Firm, shall be final and binding as the “Aggregate Merger Consideration” and “Per Share Merger Consideration,” respectively, for purposes of this Agreement.

More Definitions of Estimated Per Share Merger Consideration

Estimated Per Share Merger Consideration means (i) the Estimated Merger Consideration divided by (ii) the Fully Diluted Common Number.

Estimated Per Share Merger Consideration means an amount equal to (a) the Estimated Merger Consideration divided by (b) the total number of shares of Common Stock outstanding immediately prior to the Effective Time (excluding any shares held as treasury stock), with such amount rounded to the nearest fourth decimal place.

Estimated Per Share Merger Consideration means the positive number, equal to the quotient of (i) the Estimated Initial Merger Consideration, plus the Aggregate Exercise Price, d ivided by (ii) the Fully Diluted Common Number.

Estimated Per Share Merger Consideration means the Merger Consideration and the Per Share Merger Consideration (in each case, calculated without giving effect to Section 3.01(viii)) as estimated in good faith by the Company no more than three (3) days prior to the Closing. Copies of such estimates (and the Company’s calculation thereof) shall be provided to Parent and Merger Sub prior to the Closing Date.

Estimated Per Share Merger Consideration shall have the meaning specified in Section 2.2(e) of this Agreement.

Estimated Per Share Merger Consideration has the meaning specified in Section 3.2(j).

Estimated Per Share Merger Consideration has the meaning ascribed to such term in the Pinnacle Merger Agreement.