Final Per Share Merger Consideration definition

Final Per Share Merger Consideration means the dollar value of the equity consideration payable in exchange for an Equity Interest of the Issuer at the closing of the SPAC Transaction, as set forth in the definitive business combination agreement entered into in connection with the SPAC Transaction (it being agreed and acknowledged that to the extent the dollar value of the equity consideration received by holder thereof (other than the Holder) is issued at a different conversion or purchase price, the Holder shall be afforded the lowest price paid by any investor in the SPAC Transaction).

Final Per Share Merger Consideration equals the quotient obtained by dividing (a) the Final Merger Consideration, over (b) the Fully-Diluted Shares. “Fully-Diluted Shares” equals the sum of (a) the aggregate number of Outstanding Shares, and (b) the aggregate number of shares of Company Common Stock issuable upon the exercise of all In-the-Money Options outstanding immediately prior to the Closing.

Final Per Share Merger Consideration shall have the meaning set forth in Section 1.9(f)(i).

Examples of Final Per Share Merger Consideration in a sentence

• All payments made by the Company Equity Holders or Parent, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII shall be treated as adjustments to the Final Per Share Merger Consideration for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

• The holders of Certificates previously evidencing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.1, shall only have the right to receive the Final Per Share Merger Consideration in exchange for each of their shares of Company Common Stock.

• The Option Consideration shall be paid to the Option holders in the same proportion of cash, Parent Shares and Warrants as the Final Per Share Merger Consideration is paid to holders of Galaxy Class A Common Stock, and the holders of Non-Compensatory Options may elect by written notice to Parent to receive the cash portion of the Option Consideration either by check or wire transfer of immediately available funds.

• Each holder of Company Common Stock as of immediately prior to the Effective Time shall be paid the Closing Per Share Payment for each share owned by such holder in accordance with the procedures set forth in Section 3.1. The balance, if any, of the Final Per Share Merger Consideration remaining after payment of the Closing Per Share Payment, shall be paid to such holders of Company Common Stock as set forth below in Section 3.3.

• Each Galaxy Share issued and outstanding immediately prior to the First Effective Time (other than shares to be canceled in accordance with Section 2.1(a)(ii) and Dissenting Shares), shall be converted into the right to receive the Final Per Share Merger Consideration, without interest.

More Definitions of Final Per Share Merger Consideration

Final Per Share Merger Consideration shall be equal to (i) the sum of the Aggregate Merger Consideration (taking into account any adjustments pursuant to Section 3.4) divided by (ii) Fully Diluted Shares.

Final Per Share Merger Consideration has the meaning specified in Section 3.2(a).

Final Per Share Merger Consideration means the Final Class A Per Share Merger Consideration payable with respect to shares of Galaxy Class A Common Stock or Options, or the Final Class B Per Share Merger Consideration payable with respect to shares of Galaxy Class B Common Stock, as the case may be.

Final Per Share Merger Consideration equals the quotient obtained by dividing (a) the Merger Consideration plus any portion of the Reserve Amount which is distributed by the Representative to the Securityholders following the determination of the Adjustment Amount in accordance with Section 2.8 hereof, over (b) the Fully Diluted Shares.

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

Final Per Share Merger Consideration equals (a) the Closing Date Per Share Cash Merger Consideration, plus (b) the Pro Rata Share of any Net Adjustment Amount payable to the Equityholders in accordance with Section 3.2, plus (c) the Pro Rata Share of any portion of the Escrow Amount and/or the Representative Holdback Amount that is ultimately released to Equityholders pursuant to and in accordance with the terms of this Agreement and the Escrow Agreement, as applicable, plus (d) the Pro Rata Share of any amount payable to the Equityholders in accordance with Section 10.1 (Tax Matters), plus (e) a Pro Rata Share of the amounts payable pursuant to Section 3.5 (Contingent Payment), if any, that become payable to the Equityholders.

Final Per Share Merger Consideration means the Per Share Merger Consideration, adjusted as provided in Section 2.1 and 2.2 hereof.