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 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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Examples of Initial Per Share Consideration in a sentence

  • 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.

  • As promptly as practicable after such surrender to the Disbursing Agent, the Disbursing Agent shall pay to the record holder thereof complying with the forgoing, the Initial Per Share Consideration payable in exchange for the Merger Shares so surrendered, less any amounts required to be withheld under any applicable Tax Law.

  • 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.

  • Upon surrender of such stock certificate or certificates to the Disbursing Agent together with a properly completed and duly executed letter of transmittal and any other documentation as the Disbursing Agent may reasonably require, the record holder thereof shall be entitled to receive the Initial Per Share Consideration payable in exchange therefor, less any amounts required to be withheld under any applicable Tax Law.

  • 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.

  • 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.

  • Notwithstanding the foregoing, no Party shall be liable to a holder of Company Shares for any Initial Per Share Consideration deliverable to such holder pursuant to Section 1.5 that are delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.


More Definitions of Initial Per Share Consideration

Initial Per Share Consideration shall have the meaning set forth in Section 1.5(e).
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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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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 $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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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).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • 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.

  • 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.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • 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, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • 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 3.01(c).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • 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.

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.