Initial Per Share Consideration definition

Initial Per Share Consideration means the quotient of (i) the Initial Merger Consideration divided by (ii) the Initial Company Share Number.
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Initial Per Share Consideration has the meaning given to it in Section 2.06(e)(vi).
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Initial Per Share Consideration shall have the meaning set forth in Section 1.5(e).
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Examples of Initial Per Share Consideration in a sentence

  • If between the date of this Agreement and the Closing Date, the number of allotted Ordinary Shares is changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange of shares, or the like, the Initial Per Share Consideration set forth in this Section 2.2 will be correspondingly adjusted to reflect such change.

  • Until properly surrendered, each such Certificate shall be deemed for all purposes to evidence only the right to receive the applicable Initial Per Share Consideration deliverable pursuant to Section 1.5 for each Company Share evidenced thereby.

  • At and as of the Effective Time: (A) each Series A-1 Target Preferred Share (other than any Dissenting Share) held by the Berger Family 1998 Revocable Trust shall be converted into the right tx xxxxive (i) an amount in cash equal to the Series A-1(B) Initial Per Share Consideration (without interest) and (ii) a conditional amount of cash per share equal to the Series A-1(B) Per Share Escrow Amount, (B) each Series A-1 Target Preferred Share (other than any Dissenting Share) held by Telkoor Telecom Ltd.

  • Holders of Certificates shall not be entitled to receive the Initial Per Share Consideration to which they would otherwise be entitled until such Certificates are properly surrendered.

  • If, after the Effective Time, Certificates are presented to the Buyer or the Surviving Corporation, they shall be cancelled and exchanged for Initial Per Share Consideration in accordance with Section 1.5, subject to Section 1.11 and to applicable law in the case of Dissenting Shares.


More Definitions of Initial Per Share Consideration

Initial Per Share Consideration means $1.074678195285 per share. "Series A-1(T) Per Share Escrow Amount" means $0.127651042335 per share.
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Initial Per Share Consideration means the quotient obtained by dividing: (A) the sum of the Initial Consideration, plus the Aggregate Exercise Price; by (B) the number of Fully Diluted Shares.
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Initial Per Share Consideration means, with respect to each Share, a cash amount (without interest) equal to the quotient obtained by dividing (x) the Initial Consideration by (y) the Fully Diluted Shares.
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Initial Per Share Consideration shall be the amount (rounded up to two decimal places), in U.S. dollars, determined by dividing (i) the Aggregate Cash Consideration less the Initial Escrow Amount by (ii) the Total Outstanding Common Shares.
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Initial Per Share Consideration means an amount per Common Share equal to the difference obtained by subtracting (a) the Per Common Share Escrow Amount from (b) the Merger Consideration.
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Related to Initial Per Share Consideration

  • 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.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

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

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

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

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

  • Base Consideration has the meaning set forth in Section 1.2.

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Scheme Consideration means, in respect of:

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Per Share Amount has the meaning set forth in Section 2.2.1 hereof.

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Original Shares means, when used in reference to any one or more Stockholders, the Shares held by such Stockholder or affiliated funds on November 30, 2010, or any shares or other securities into which or for which such Shares may have been converted or exchanged in connection with any exchange, reclassification, dividend, distribution, stock split, combination, subdivision, merger, spin-off, recapitalization, reorganization or similar transaction.