JPI Per Share Merger Consideration definition

JPI Per Share Merger Consideration has the meaning set forth in Section 5.16.
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JPI Per Share Merger Consideration means a fraction, (a) the numerator of which is equal to the number of Shares, without duplication, held, directly or indirectly, by JPI (or its successor in interest) multiplied by the Offer Price (appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon occurring after the date of this Agreement), and (b) the denominator of which is the total number of shares of common stock of JPI (or equivalent security of its successor in interest) outstanding as of immediately prior to the effective time of the Back-End Mergers.
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JPI Per Share Merger Consideration means a fraction, (a) the numerator of which is equal to (x)(i) the number of Shares, without duplication, held, directly or indirectly, by JPI (or its successor in interest) multiplied by (ii) the Offer Price (appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon occurring after the date of this Agreement), minus (y), in the event the Settlement Fund Payment has been made and not returned, $10.75 million plus interest accrued thereon in accordance with the terms of the promissory note representing such obligation, and (b) the denominator of which is the total number of shares of common stock of JPI (or equivalent security of its successor in interest) outstanding as of immediately prior to the effective time of the Back-End Mergers.”
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Related to JPI Per Share Merger Consideration

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

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

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

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Parent Stock Price means the volume weighted average price per share of the Parent Common Stock on the NYSE for the ten consecutive trading days ending on the complete trading day immediately prior to the Closing Date.

  • 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.

  • 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.

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

  • Company Stockholder Approval has the meaning set forth in Section 4.2(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.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).