Initial Per Share Merger Consideration definition

Initial Per Share Merger Consideration means the amount (in dollars per share) obtained by dividing the Initial Merger Consideration by the Company Fully Diluted Shares.

Initial Per Share Merger Consideration means an amount equal to (a) the Aggregate Initial Merger Consideration divided by (b) the Common Stock Deemed Outstanding.

Initial Per Share Merger Consideration means (a) with respect to any share of Preferred Stock, the sum of the Liquidation Preference for such share of Preferred Stock and (b) the Initial Per Share Common Merger Consideration and (b) with respect to any share of Common Stock, the Initial Per Share Common Merger Consideration.

Examples of Initial Per Share Merger Consideration in a sentence

• Each share of Preferred Stock issued and outstanding prior to the Effective Time, excluding any Dissenting Shares, will be canceled and extinguished and automatically converted into the right to receive from Parent (A) the Initial Per Share Merger Consideration plus (B) the Additional Per Share Merger Consideration (if any) (collectively, the “Aggregate Preferred Stock Merger Consideration”).

• Each share of Common Stock issued and outstanding immediately prior to the Effective Time, excluding any Dissenting Shares and except as provided pursuant to Section 1.5(c), will be canceled and extinguished and automatically converted into the right to receive from Parent (A) the Initial Per Share Merger Consideration plus (B) the Additional Per Share Merger Consideration (if any) (collectively, the “Aggregate Common Stock Merger Consideration”).

• Adopted 23.01.2009, e.i.f. 08.02.2009 (RT I, 19.04.2016, 2), § 6 (1).

• The Letter of Transmittal shall specify that delivery of the Initial Per Share Merger Consideration shall be effected at or promptly following the Effective Time upon proper surrender of the holder’s stock certificates, together with such Letter of Transmittal properly completed and duly executed, to Representative, and instructions for use in surrendering such stock certificates, and receiving the Initial Per Share Merger Consideration in respect of the Common Stock evidenced thereby.

• None of Parent, Holding, the Surviving Corporation or any of their respective Affiliates shall have any liability or obligation with respect to the disbursement by the Representative of the Initial Per Share Merger Consideration or the Per Share Merger Consideration to the Stockholders or for any errors or omissions by the Representative in connection therewith.

More Definitions of Initial Per Share Merger Consideration

Initial Per Share Merger Consideration means an amount equal to (i) the Estimated Merger Consideration, divided by (ii) the number of shares of Company Common Stock outstanding (excluding treasury shares) immediately prior to the Effective Time.

Initial Per Share Merger Consideration means an amount equal to (i) the sum of (A) the Net Initial Equity Consideration, plus (B) the aggregate amount of the Exercise Prices of the Stock Options that are outstanding immediately prior to the cancellation and settlement thereof in accordance with Section 2.3(a), divided by (ii) the number of Fully Diluted Shares Outstanding.

Initial Per Share Merger Consideration means $25.21 minus the Deferred Per Share Merger Consideration, or $19.61.

Initial Per Share Merger Consideration means an amount equal to (a) the Aggregate Initial Merger Consideration divided by (b) the Common Stock Deemed Outstanding. “In-the-Money Stock Option” means any Stock Option with an exercise price that is less than the Initial Per Share Merger Consideration, determined as of immediately prior to the Effective Time; provided that, with respect to any such Stock Option that is, as of immediately prior to the Effective Time, after giving effect to the actions required pursuant to the first sentence of Section 1.7(a), not yet fully vested and exercisable (taking into account any acceleration of vesting to become effective as of the Effective Time), the portion of such Stock Option that is not yet vested and exercisable shall not constitute an In-the-Money Stock Option.

Initial Per Share Merger Consideration means $5.00.

Initial Per Share Merger Consideration means the Cash Component plus the Value of the Stock Component divided by the Pro Forma Shares.

Initial Per Share Merger Consideration means the quotient obtained by dividing (i) the sum of (A) the Initial Merger Consideration and (B) the aggregate amount of the exercise prices with respect to all Company Options and Company Warrants outstanding immediately prior to the Effective Time by (ii) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, including, for purposes of this calculation, all Dissenting Shares, plus (A) all shares of Common Stock for which Company Options and Company Warrants outstanding immediately prior to the Effective Time are exercisable (whether or not then vested) and (B) all shares of Common Stock into which shares of Preferred Stock outstanding immediately prior to the Effective Time are convertible.