Merger Consideration Percentage definition

Merger Consideration Percentage means 66.755%.
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Merger Consideration Percentage means with respect to each Company Securityholder, the Merger Consideration to which he, she or it is entitled, divided by the aggregate Merger Consideration as finally adjusted pursuant to Section 2.14.
Sample 1
Merger Consideration Percentage means a percentage equal to (i) 100%, minus (ii) the Employee Equity Percentage, minus (iii) the Parent Consideration Percentage.
Sample 1

Examples of Merger Consideration Percentage in a sentence

  • Schedule 3.6(a) of the Company Disclosure Schedule sets forth (i) the name and address of each stockholder of the Company as of the date hereof, (ii) the Merger Consideration Percentage applicable to each stockholder of the Company, and (iii) the number of shares of ABI Preferred Stock that each stockholder of the Company would have the right to receive if the Merger were being consummated on the date hereof.

  • Such negative values have been included in calculation of the Initial Merger Consideration, the Allocated Initial Merger Considerations, and the Initial Merger Consideration Percentage.

  • At the Closing, the Company shall deliver to ABI an updated Schedule 3.6(a) of the Company Disclosure Schedule to reflect (i) the name and address of each Stockholder, (ii) the Merger Consideration Percentage applicable to each Stockholder and (iii) the number of shares of ABI Preferred Stock that each Stockholder has the right to receive pursuant to the Merger.

  • The amount so allocated to a particular Target Entity shall constitute its "Allocated Initial Merger Consideration" and a Target Entity's Allocated Initial Merger Consideration divided by the total Initial Merger Consideration shall be its "Initial Merger Consideration Percentage".


More Definitions of Merger Consideration Percentage

Merger Consideration Percentage has the meaning given to such term in Section 2.2(b)(i).
Sample 1
Merger Consideration Percentage means (i) with respect to each holder of record of Company Stock, the percentage set forth next to such holder's name on Schedule 3.6(a) of the Company Disclosure Schedule under the caption "Merger Consideration Percentage," (ii) with respect to each Assumed Option, the percentage set forth next to the description of such Assumed Option on Schedule 5.1(a) of the Company Disclosure Schedule under the caption "Merger Consideration Percentage" and (iii) with respect to each Assumed Warrant, the percentage set forth next to the description of such Assumed Warrant on Schedule 5.1(a) of the Company Disclosure Schedule under the caption "Merger Consideration Percentage."
Sample 1

Related to Merger Consideration Percentage

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

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

  • Actual Contribution Percentage means the average of the Contribution Percentages of the Eligible Participants in a group.

  • Cash Percentage shall have the meaning specified in Section 14.02(a)(iii).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Class C Percentage means at any time the percentage equivalent of a fraction, the numerator of which is the Outstanding Amount of the Class C Notes and the denominator of which is the sum of the Outstanding Amount of all the Notes.

  • Conversion Percentage means, (A) the number of Class B Ordinary Shares being converted, divided by (B) the total number of Class B Ordinary Shares issued and outstanding (i.e. up to 1,000).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Class B-2 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-2 Certificates pursuant to Paragraphs eighth, ninth and tenth of Section 4.01(a).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

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

  • Prepayment Distribution Percentage With respect to any Distribution Date and each Class of Subordinate Certificates, under the applicable circumstances set forth below, the respective percentages set forth below:

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”

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

  • Floating Allocation Percentage means, with respect to any Monthly Period, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which is the Invested Amount as of the last day of the preceding Monthly Period (or with respect to the first Monthly Period, the Initial Invested Amount) and the denominator of which is the greater of (1) the sum of (x) the total amount of Principal Receivables in the Trust at the end of the day on such date (or with respect to the first Monthly Period, at the end of the day on the Closing Date) and (y) the principal amount on deposit in the Excess Funding Account as of the end of the day on such date and (2) the sum of the numerators used to calculate the Series Percentages (as such term is defined in the Agreement) with respect to Finance Charge Receivables or Defaulted Receivables, as applicable, for all Series then outstanding; provided, however, that with respect to any Monthly Period in which an Addition Date occurs and the Servicer need not make daily deposits of Collections into the Collection Account, the denominator in (x) above shall be the Average Principal Balance; provided further, however, that with respect to any Monthly Period in which an Addition Date occurs and the Servicer is required to make daily deposits of Collections into the Collection Account, the denominator in (x) above shall be (1) for the period from and including the first day of such Monthly Period to but excluding the related Addition Date, the aggregate amount of Principal Receivables in the Trust at the end of the day on the last day of the prior Monthly Period and (2) for the period from and including the related Addition Date to and including the last day of such Monthly Period, the aggregate amount of Principal Receivables in the Trust at the end of the day on the related Addition Date.

  • Class B-2 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-2 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-2 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-2 Percentage for such Distribution Date will be zero.

  • Allocation Percentage means, with respect to any Monthly Period, the percentage equivalent of a fraction:

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

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Group I Allocation Percentage With respect to any Distribution Date, the percentage equivalent of a fraction, the numerator of which is (i) the Group I Principal Remittance Amount for such Distribution Date, and the denominator of which is (ii) the Principal Remittance Amount for such Distribution Date.

  • Class B-4 Percentage As to any Distribution Date, except as set forth in the next sentence, the percentage calculated by multiplying (i) the Subordinated Percentage by (ii) a fraction, the numerator of which is the Class B-4 Principal Balance (determined as of the Determination Date preceding such Distribution Date) and the denominator of which is the sum of the Principal Balances of the Classes of Class B Certificates eligible to receive principal distributions for such Distribution Date in accordance with the provisions of Section 4.01(d). Except as set forth in Section 4.01(d)(ii), in the event that the Class B-4 Certificates are not eligible to receive distributions of principal in accordance with Section 4.01(d)(i), the Class B-4 Percentage for such Distribution Date will be zero.

  • Class B-5 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-5 Certificates pursuant to Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).