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.

Merger Consideration Per Share has the meaning set forth in Section 3.1.5.

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.

• Each share of Class A Common Stock of the Company issued and outstanding immediately prior to the Effective Time and all rights in respect thereof, shall be cancelled and converted into and represent the right to receive an amount in cash, without interest, equal to the Closing Class A Common Merger Consideration Per Share as set forth on the Closing Payment Schedule.

• At the Effective Time, the Surviving Corporation shall issue 900 newly issued, fully paid and non-assessable shares of common stock to the Company as consideration for the Company assuming the obligations under this Agreement to deliver and issue, at the Effective Time, the Exchange Agreement Consideration, Navy LOC Securities, Per Share Common Stock Merger Consideration, Per Share Series A Merger Consideration, Per Share Series Seed Merger Consideration, the Merger Warrants and the Merger Notes.

• 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.

• At and after the Effective Time, holders of shares of Company Capital Stock shall cease to have any rights as stockholders of the Company, except for the right to receive the Per Share Series A Merger Consideration, Per Share Series B Merger Consideration, Per Share Series C Merger Consideration and Per Share Common Merger Consideration applicable to such shares of Company Capital Stock, in each case in accordance with the terms and conditions of this Agreement.

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 shall have the meaning set forth in Schedule 4.1 (d).

Merger Consideration Per Share means the portion of the Merger Consideration to which each share of Company Common Stock and Company Preferred Stock is entitled as set forth on the Final Distribution Schedule;

Merger Consideration Per Share means (i) the Merger Consideration plus the Aggregate Exercise Amount, divided by (ii) the aggregate number of shares of First Commerce Common Stock plus shares of First Commerce Common Stock underlying such First Commerce stock options outstanding immediately prior to the Effective Time, and, in the case of Warrants, outstanding immediately prior to the Recapitalization.

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 the Merger Consideration divided by the aggregate number of shares of Neighbors Common Stock and Neighbors stock options and warrants outstanding immediately prior to the Effective Time.

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 Xxxx 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.