Parent Stock Consideration definition

Parent Stock Consideration has the meaning given to such term in Section 2.4(c)(i)(A).

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Parent Stock Consideration means a per Company Share number of shares of Parent Stock equal to one share multiplied by the Conversion Ratio. In the event that between the date of this Agreement and the Effective Time, the issued and outstanding shares of Parent Stock shall have been affected or changed into a different number of shares or a different class of shares as a result of a stock split, reverse stock split, stock dividend, spin-off, extraordinary dividend, recapitalization, reclassification, subdivision, combination of shares or other similar transaction, or there shall have been a record date declared for any such matter, the Parent Stock Consideration shall be proportionately adjusted. "Parent Stock Consideration Cap" equals 9,467,068 shares of Parent Stock.

Parent Stock Consideration has the meaning set forth in Section 1.6(c).

Examples of Parent Stock Consideration in a sentence

Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued as Parent Stock Consideration in the Merger.
The Parent Stock Consideration using the Exchange Ratio shall be calculated to the nearest one-ten thousandth of a share of Parent Stock and the Parent Common Stock Value shall be calculated to the nearest one-tenth of one cent.
Without the consent of the Company, Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Cash Consideration or Parent Stock Consideration, (iii) waive or change the Minimum Condition, (iv) add to the conditions set forth in Annex A, (v) modify any condition set forth in Annex A or amend any term of the Offer set forth in this Agreement, in each case, in any manner materially adverse to the holders of Shares, or (vi) change the form of consideration.
Each of the terms of this Article 3 (specifically including the proration provisions set forth in Sections 3.3(d) and 3.3(f)) shall be interpreted in a manner to ensure that in no event shall either (A) the aggregate amount of the Cash Consideration received by the holders of Company Shares in the Merger exceed the Cash Consideration Cap, or (B) the aggregate number of shares of Parent Stock received by the holders of Company Shares in the Merger exceed the Parent Stock Consideration Cap.
The Cash Consideration and the Parent Stock Consideration to be received by the holders of Common Stock hereunder (together with the cash in lieu of fractional shares of Parent Stock as specified below) are referred to herein collectively as the "Merger Consideration".

More Definitions of Parent Stock Consideration

Parent Stock Consideration means a number of shares of the common stock of the Parent Common Stock with an agreed market value of $333,333.00 determined using the weighted average price as reported on the website of the American Stock Exchange of the Parent Common Stock for the ten (10) trading days preceding the trading day immediately prior to the Management Date (which weighted average price shall in no event be less than $2.70 per share or greater than $3.70 per share).

Parent Stock Consideration means the Closing Parent Stock Consideration and the Earnout Merger Consideration (if any).

Parent Stock Consideration means the number of shares of Parent Common Stock equal to the quotient of (i) the positive amount equal to (A) the Closing Aggregate Merger Consideration, minus (B) the Preferred Stock Merger Consideration, minus (C) the Closing Cash Consideration, minus (D) the Adjustment Escrow Amount, minus (E) the Reimbursement Fund Amount, divided by (ii) $10.00.

Parent Stock Consideration means that number of shares of Parent Common Stock payable in the Merger for each share of Company Common Stock at a rate of one share of Company Common Stock multiplied by the Conversion Ratio.

Parent Stock Consideration means a fraction of a fully paid and nonassessable share of Parent Common Stock equal to the Conversion Ratio.

Parent Stock Consideration means a number of shares of Parent Stock determined by subtracting the Management Incentive Stock Allocation from 1,000,000, as adjusted for fractional shares as provided in this Agreement.

Parent Stock Consideration means the lesser of (i) 5,699,492 shares of Parent Common Stock, as appropriately adjusted for any reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, or a stock dividend thereon, and (ii) the number of shares of Parent Common Stock equal to 19.35% of the outstanding capital stock of Parent as of immediately following the Closing.