Initial Per Share Merger Consideration definition

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 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 (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 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”).

• 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”).

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• At the Effective Time, Xxxxxx will deposit with the Payment Agent an amount of cash equal to the difference between (i) the product of (A) the aggregate number of Shares issued and outstanding as of the Effective Time (other than Excluded Shares) multiplied by (B) the Initial Per Share Merger Consideration minus (ii) the Aggregate Flexi-Trust Debt (as defined below) (the "Initial Aggregate Merger Consideration").

• CVCB shall set aside, in cash out of the Cash Component, for each Perfected Dissenting Share, the Initial Per Share Merger Consideration (the “Dissenters’ Set Aside”).

More Definitions of Initial Per Share Merger Consideration

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 the quotient of (a) the Initial Merger Consideration, divided by (b) the Fully Diluted Share Number.

Initial Per Share Merger Consideration means $5.00.

Initial Per Share Merger Consideration shall have the meaning set forth in Section 2.6(a) of this Agreement.

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, with respect to each share of Common Stock outstanding immediately prior to the Effective Time, the per share cash amount determined by dividing (a) the amount of the Closing Date Stockholder Proceeds by (b) the total number of shares of Common Stock outstanding immediately prior to the Effective Time.

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.