Ordinary Share Consideration definition

Ordinary Share Consideration has the meaning set forth in Section 2.5(c).
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Ordinary Share Consideration means the amount equal to the Total Gross Consideration less the Preference Share Consideration;
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Ordinary Share Consideration means the relevant Pro Rata Share to which the holder of one share of Ordinary Stock is entitled.
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Examples of Ordinary Share Consideration in a sentence

  • The Company shall pay, without deduction or withholding (except where such deduction or withholding is required by applicable law) from any amount payable to the holders of Company Common Stock, any such taxes which become payable in connection with the transfer of Company Common Stock in exchange for the Ordinary Share Consideration and the ADS Consideration.

  • All of the issued Parent Ordinary Shares are, and all Parent Ordinary Shares to be issued as the Ordinary Share Consideration and the ADS Consideration pursuant to Section 2.5(c) will be, upon issuance, duly authorized, validly issued and fully paid and voting, and no class of shares is entitled to preemptive rights, except as provided in Section 89 of the Companies Act of 1985 of the United Kingdom (the "Companies Act").

  • In the event that the exercise price per share of a Vested Company Option is equal to or higher than the Per Ordinary Share Consideration, then the Per Option Consideration shall be equal to zero.

  • Based on the audited net profit of Singamas Refrigerated of approximately US$3,738,000 (equivalent to approximately HK$29,156,400) for the year ended 31st December, 2001, and the Sellers’ interests of approximately 40.83% in the total Ordinary Shares, the attributable interest of the Sellers in such net profit was approximately US$1,526,225 (equivalent to approximately HK$11,904,555), to which the Ordinary Share Consideration of US$1,300,000 represents a discount of approximately 14.82%.

  • Each of Parent, Merger Sub and the Company agrees that, for the purposes of any written offer required to be made to a Dissenting Shareholder pursuant to Section 238(8) of the Companies Law, the Per Share Ordinary Share Consideration, subject to adjustment as may be set forth in this Agreement, represents at least the fair value of the Ordinary Shares.

  • In the event that prior to the Settlement Date any dividends or other distributions are declared in respect of the Ordinary Shares, which action would require an amendment of this Merger Protocol in accordance with the terms hereof, the Ordinary Share Consideration will be decreased with an amount per Ordinary Share equivalent to any such dividend or distribution per Share.

  • Holdco or Netfin, as the case may be, shall pay, or cause to be paid, with respect to the acquisition of the Target Company Ordinary Shares acquired pursuant to Section 3.1, aggregate consideration consisting of (a) the Cash Consideration, (b) the Holdco Ordinary Share Consideration and (c) the Earnout Share Consideration, if any, which Earnout Share Consideration will be determined and, if applicable, payable after the Closing pursuant to Section 3.5.

  • The Ordinary Share Consideration and the Preferred Share Consideration herein also to be referred to as “Consideration” and each Share tendered pursuant to the Offer herein to be referred to as a “Tendered Share”.

  • Each restricted stock unit in respect of an Ordinary Share (a “Restricted Stock Unit”) that is outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of any party, be canceled and converted into the right to receive, within ten (10) Business Days following the Closing Date, an amount in cash equal to the Per Share Ordinary Share Consideration.

  • Each restricted stock unit in respect of an Ordinary Share (a “ Restricted Stock Unit ”) that is outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of any party, be canceled and converted into the right to receive, within ten (10) Business Days following the Closing Date, an amount in cash equal to the Per Share Ordinary Share Consideration.


More Definitions of Ordinary Share Consideration

Ordinary Share Consideration shall equal US$0.2147, without interest. The “Series A-1 Consideration” shall equal US$0.3011, without interest. The “Series B Consideration” shall equal US$0.6625, without interest. The “Series B-1 Consideration” shall equal US$0.6625, without interest. Payment of the above considerations shall be funded from the Merger Consideration received by the Shareholder. The Merger Consideration shall be distributed by Best Elite first to (x) satisfy the rights of the holders of the Best Elite Ordinary Shares (other than the Entrusted Best Elite Ordinary Shares), Series A-1 Preferred, Series B Preferred and Series B-1 Preferred to receive their respective considerations to be funded from the Merger Consideration under this Agreement and then to (y) any debt of Best Elite incurred prior to the Closing Date, which in no event shall be assumed by UMC or the Surviving Corporation. The portion of the Merger Consideration described in clause (x) above may be composed of a combination of cash, UMC Ordinary Shares and UMC ADSs, if any.
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Ordinary Share Consideration. Section 2.01(c)(i) "Ordinary Share Election" -- Section 2.02 "Ordinary Share Election Form" -- Section 2.02 "Original Agreement" -- Preamble "Partnership" -- Preamble "Partnership Agreement" -- Section 4.01(a) "Partnership Loan Note" -- Section 2.01(e) "person" -- Section 9.13(g) "Plan" -- Section 3.12(b)(ii) "Policies" -- Section 4.14(b) "Power Act" -- Section 3.05(b) "Proxy Statement" -- Section 3.09(a) "qualified stock options" -- Section 6.10(a) "RCF" -- Section 9.13(h) "Registration Statement" -- Section 4.09 "Release" -- Section 3.15(g)(iv) "Representatives" -- Section 9.13(i) "Review Material" -- Section 6.01 "Sales Price" -- Section 2.03(e) "Scheme of Arrangement" -- Preamble "Scheme Consents" -- Section 9.13(k) "Scheme Date" -- Section 2.01(c) "Scheme Document" -- Section 9.13(l) "ScottishPower" -- Preamble "ScottishPower ADRs" -- Preamble "ScottishPower ADSs" -- Preamble "ScottishPower Budget" -- Section 5.02(e) "ScottishPower Disclosure Documents" -- Section 3.09(b) "ScottishPower Disclosure Letter" -- Section 4.01(a) "ScottishPower Employee Benefit Plans" -- Section 4.13 "ScottishPower Financial Statements" -- Section 4.05 "ScottishPower Joint Venture" -- Section 3.01(b)(iii) "ScottishPower Ordinary Shares" -- Preamble "ScottishPower Permits" -- Section 4.10 "ScottishPower SEC Reports" -- Section
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Ordinary Share Consideration shall have the meaning set forth in Section 3.2(c). "Ordinary Share Election" shall have the meaning set forth in Section 3.3(a).
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Related to Ordinary Share Consideration

  • 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.

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

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

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

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

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

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

  • Scheme Consideration means, in respect of:

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

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Ordinary Share means a Class A Ordinary Share or a Class B Ordinary Share;

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

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

  • 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.

  • A Ordinary Shares means the ‘A’ ordinary shares of £1.00 each in the capital of the Company;

  • 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.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • Ordinary Share Capital means any issued and outstanding shares of the Company with voting or other rights of management and control and any outstanding securities of the Company that are convertible into such shares at the option of the holder;

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • 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.

  • 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.