Merger Stock Consideration definition

Merger Stock Consideration means the aggregate Per Share Stock Consideration deliverable to the holders of Company Shares in accordance with the Merger Agreement.

Merger Stock Consideration shall have the meaning set forth in Section 2.5(a) of this Agreement;

Merger Stock Consideration means 1,100,000 shares of Z-Tel Stock.

Examples of Merger Stock Consideration in a sentence

• The Merger Stock Consideration shall be allocated to and distributed wholly to the Selling Stockholder as the sole stockholder of the Company.

• The Merger Stock Consideration shall be subject to Parent Stock Restrictions as set forth on Exhibit B.

• Until surrendered or delivered as contemplated by this Section 2.7, each Company Certificate will be deemed at any time after the Effective Time for all purposes to evidence only the right to receive upon such surrender the Merger Stock Consideration.

• FortisUS hereby commits, subject only to the occurrence of the Subscription Time and the Effective Time in accordance herewith, to pay the Remaining Cash Consideration and deliver the Merger Stock Consideration to ITC Investments (indirectly or directly, as applicable) in accordance with this Agreement.

• For the avoidance of doubt, and notwithstanding anything herein to the contrary, the securities issuable to the Selling Stockholder under this Agreement, including, without limitation, the Merger Stock Consideration, shall be unregistered shares of the Parent Common Stock issued in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “ 1933 Act”) and bearing a restrictive legend.

More Definitions of Merger Stock Consideration

Merger Stock Consideration has the meaning set forth in Section 1(e)(i). “Merger Sub” has the meaning set forth in the preface to this Agreement.

Merger Stock Consideration means that number of shares of Parent Stock equal to the product of (A) the Stock Percentage multiplied by (B) that number of shares of Parent Stock determined as follows: (I) if the 20-Day Parent VWAP Price is greater than or equal to $13.03 and less than or equal to $20.85, then the Merger Stock Consideration shall mean that number of shares of Parent Stock (rounded to the nearest whole number of shares) equal to the quotient of Thirty Million Dollars ($30,000,000) divided by the 20-Day Parent VWAP Price; (II) if the 20-Day Parent VWAP Price is less than $13.03, then the Merger Stock Consideration shall mean 2,302,379 shares of Parent Stock, provided, however, that if the 20-Day Parent VWAP Price is less than $11.12 and Parent has delivered the Parent Continuation Notice under Section 7.1(i) and elected to pay in Parent Stock under that Section, then the Merger Stock Consideration under this clause (II) shall mean that number of shares of Parent Stock (rounded to the nearest whole number of shares) equal to the quotient of Twenty-Five Million, Six Hundred Thousand Dollars ($25,600,000) divided by the 20-Day Parent VWAP Price; or (III) if the 20-Day Parent VWAP Price is greater than $20.85, then the Merger Stock Consideration shall mean 1,438,849 shares of Parent Stock.

Merger Stock Consideration shall have the meaning set forth in Section 1.5(c)(vii) of this Agreement. Nasdaq shall mean, with respect Parent, the Nasdaq Global Select Market and with respect to the Company, the Nasdaq Global Market, or any successor securities exchange or market on which the Parent Stock or Company Common Stock, as applicable, is listed or admitted for trading. Obligation shall mean any debt, liability or obligation of any nature, whether secured, unsecured, recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown or otherwise.

Merger Stock Consideration means the aggregate number of shares of Parent Class A Common Stock to be issued pursuant to this Agreement, which number will be equal (rounded to the nearest whole share, and subject to the rounding described in Section 1.7(c)) to the quotient resulting from (i) an amount that equals (A) the Merger Consideration multiplied by (B) 42% divided by (ii) the Per Share Parent Class A Common Stock Deemed Value. For example, if the Merger Consideration is $120,000,000 and the Per Share Parent Class A Common Stock Deemed Value is $10 per share of Parent Class A Common Stock, the Merger Stock Consideration or 86 aggregate number of shares of Parent Class A Common Stock to be issued pursuant to this Agreement is 5,040,000 shares.

Merger Stock Consideration means, subject to Section 1.8(e), the number of shares of Parent Common Stock determined by dividing the Aggregate Stock Consideration Value by the Parent Average Stock Price.

Merger Stock Consideration shall have the meaning set forth in Section 1.5.

Merger Stock Consideration means the Stock Consideration minus the Stock Excess Legal Expenses; provided, however, that Parent shall have the option, but not the obligation, to issue a number of additional shares of Parent Common Stock (such additional shares, if Parent elects to issue such shares, together with the Merger Stock Consideration, the “Increased Merger Stock Consideration”) if necessary to obtain the tax opinion described in Section 6.6. In the event that