Minimum Per Share Merger Consideration definition

Minimum Per Share Merger Consideration means the lesser of (a) the product of (i) the Exchange Ratio (prior to any increase in the Exchange Ratio pursuant to Section 9.1(i)), multiplied by (ii) the Beginning Closing Price, multiplied by (iii) 0.80, and (b) (i) the product of (A) the Index Ratio, multiplied by (B) 0.80, multiplied by (C) the Exchange Ratio (prior to any increase in the Exchange Ratio pursuant to Section 9.1(i)), multiplied by (D) the Average Closing Price, divided by (ii) the Company Closing Price Ratio.
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Minimum Per Share Merger Consideration means the lesser of (a) the product of (i) the Exchange Ratio (prior to any increase in the Exchange Ratio pursuant to Section 7.01(h)), multiplied by (ii) the Starting Price, multiplied by (iii) 0.80, and (b) (i) the product of (A) the Index Ratio minus 0.20, multiplied by (B) the Exchange Ratio (prior to any increase in the Exchange Ratio pursuant to Section 7.01(h)), multiplied by (C) the Average Closing Price, divided by (ii) the CZFS Ratio.
Sample 1Sample 2Sample 3
Minimum Per Share Merger Consideration means the lesser of (a) the product of (i) the Exchange Ratio (prior to any increase in the Exchange Ratio pursuant to Section 7.01(h)), multiplied by (ii) the Starting Price, multiplied by (iii) 0.80, and (b) (i) the product of (A) the Index Ratio minus 0.20, multiplied by (B) the Exchange Ratio (prior to any increase in the Exchange Ratio pursuant to Section 7.01(h)), multiplied by (C) the Average Closing Price, divided by (ii) the NBT Ratio.
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More Definitions of Minimum Per Share Merger Consideration

Minimum Per Share Merger Consideration means the lesser of (a) the product of (i) the Exchange Ratio (prior to any increase in the Exchange Ratio pursuant to Section 7.01(h)), multiplied by (ii) the Starting Price, multiplied by (iii) 0.80, and (b) (i) the product of (A) the Index Ratio minus 0.20, multiplied by (B) the Exchange Ratio (prior to any increase in the Exchange Ratio pursuant to Section 7.01(h)), multiplied by (C) the Average Closing Price, divided by (ii) the Cambridge Ratio.
Sample 1

Related to Minimum Per Share Merger Consideration

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

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

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

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

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

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

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

  • 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.

  • 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.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

  • 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.

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

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.