Merger Consideration Per Share definition

Merger Consideration Per Share means an amount equal to (a) the Merger Consideration divided by (b) the Participating Common Share Amount.

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Merger Consideration Per Share has the meaning set forth in Section 2.6(c).

Merger Consideration Per Share means (i) the Net Closing Payment Per Share, plus (ii) a right to receive the Escrow Consideration Per Share from time to time, if any, plus (iii) a right to receive the Adjustment Amount Per Share, if any, plus (iv) a right to receive the Stockholders’ Expense Amount Per Share from time to time, if any.

Examples of Merger Consideration Per Share in a sentence

For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor.
The Aggregate Merger Consideration, Per Share Price and Exchange Ratio shall be calculated by Parent prior to the Effective Time of the Holding Company Merger and shall be set forth in a certificate (the “Merger Certificate”) executed by an authorized executive officer of Parent and furnished to the Company prior to the Closing Date showing the manner of calculation in reasonable detail.
The aggregate Class A Preferred Merger Consideration Per Share payable to all holders of Class A Preferred Stock is referred to herein as the “Class A Preferred Merger Consideration.” All such shares of Class A Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter solely represent the right to receive the Class A Preferred Merger Consideration therefor.
The payment by Parent of the Merger Consideration Per Share and the Option Cashout Consideration shall constitute payment by Parent to each Stockholder and Optionholder, as applicable, and satisfaction of Parent’s obligation to pay such amount hereunder.
Until so surrendered and exchanged, each Certificate shall represent solely the right to receive an amount equal to the Net Merger Consideration Per Share multiplied by the number of Shares represented by such Certificate and payable as provided in Section 3.02.

More Definitions of Merger Consideration Per Share

Merger Consideration Per Share means the Merger Consideration divided by the Effective Time Outstanding Shares, rounded to the nearest one ten-thousandth of a share. The term "Merger Consideration" shall mean that number of shares of Buyer Common Stock equal to (x) $425 million plus the Debt Factor divided by (y)

Merger Consideration Per Share means, as the context requires, when used in respect to (i) an issued and outstanding share of Common Stock, Vested Option or Warrant, an amount in immediately available funds equal to the quotient obtained by dividing (a) the sum of (1) the Merger Consideration, minus (2) the fees owing by the Company pursuant to the ▇▇▇▇ Agreement and the aggregate liquidation preference payable upon all shares of Preferred Stock issued and outstanding at Closing, by (b) 21,051,949 (less the number of shares of Common Stock, if any, issuable upon conversion of shares of Preferred Stock) with appropriate adjustments made among the holders of shares of Common Stock, Vested Options and Warrants to account for the respective excercise prices for Vested Options and Warrants, it being understood that such excercise prices will be deducted from the amount payable to the holders of such Vested Options and Warrants, or (ii) an issued and outstanding share of Preferred stock, an amount in immediately available funds equal to the respective liquidation preference payable thereof in accordance with the Company's Certificate of Incorporation.

Merger Consideration Per Share shall be equal to: i) (CC + AEP + ***) / OS ii) Where: a. CC = the Cash Consideration, less Merger Consideration Adjustment b. AEP = the aggregate exercise price for the vested Options and Warrants c. = the *** Consideration d. OS = the sum of the total number of shares of Outstanding Common Stock and the total number of shares of Company Common Stock subject to issuance under the vested Options and Warrants.

Merger Consideration Per Share means the Merger Consideration to be distributed with respect to each Share in accordance with this Agreement.

Merger Consideration Per Share means an amount, rounded to six decimal places, equal to Net Merger Consideration divided by Fully Diluted Shares Outstanding. EXHIBIT B illustrates the calculation of Merger Consideration per Share based on the capital structure of the Company as of the date of this Agreement.

Merger Consideration Per Share means the quotient obtained by dividing (1) the Net Merger Consideration by (2) the Company Common Stock Deemed Outstanding.

Merger Consideration Per Share means that number of shares of Buyer Common Stock equal to one (1) MULTIPLIED by the Common Stock Exchange Ratio PLUS an amount in cash equal to the Cash Payment Per Share.