Merger Shares Value definition

Merger Shares Value means $23.00 per share of Common Stock, the value of the Common Stock for purposes of this Agreement. If, on or prior to the issuance of any Merger Shares, (i) Calavo shall subdivide its capital stock (by any stock split, stock dividend or otherwise), (ii) Calavo shall combine the outstanding shares of its capital stock, or (iii) there shall be any capital reorganization or reclassification of Calavo’s capital stock (other than a change in par value, or from par value to no par value, or from no par value to par value), the Merger Shares Value then in effect shall be correspondingly adjusted for all future issuances of Merger Shares, and Calavo shall notify the Sellers’ Representative of such adjustment.
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Merger Shares Value means an amount equal to the product of (i) 0.801 multiplied by (ii) the Aggregate Common Stock Consideration Amount, rounded to the nearest whole cent (with 0.5 of a cent rounded down), subject to adjustment as set forth in Section 1.11.
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Merger Shares Value means an amount equal to $15,000,000.
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Examples of Merger Shares Value in a sentence

  • The maximum aggregate indemnification obligation of Calavo under this Agreement shall not exceed the Merger Consideration that actually becomes payable to the Securityholders (including the amount of the Holdback Shares, any payments made with respect to the Closing Adjustment Amount, and the value of any Merger Shares at the Merger Shares Value).

  • The number of the Holdback Shares to be transferred to Calavo, if any, shall be equal to the aggregate amount of the indemnifiable Losses or other obligation to be paid by the Sellers in the form of Holdback Shares, divided by the Merger Shares Value.


More Definitions of Merger Shares Value

Merger Shares Value equals the (i) Aggregate Consideration Amount minus (ii) the sum of the Merger Cash.
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Related to Merger Shares Value

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

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

  • 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).

  • 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.

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

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

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

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

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

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

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

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

  • Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holder of REIT Shares entitled to rights.

  • Company Shares means the common shares in the capital of the Company;

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

  • Base Merger Consideration means $1,200,000,000.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Share Consideration has the meaning given to it in Section 2.2;

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.