Per Common Share Closing Consideration definition

Per Common Share Closing Consideration means with respect to each share of Common Stock an amount equal to the ratio of (a) the difference of the Estimated Payment minus the Aggregate Preferred Share Consideration, divided by (b) the sum of (i) the aggregate number of shares of Common Stock outstanding as of the Closing plus (ii) the aggregate number of shares of Common Stock for which the LPT Options were vested and exercisable as of the Closing (and without giving effect to the Option Cancellation Agreements) (ignoring, for the purposes of such calculation, the shares of Common Stock issuable upon conversion of Series A Preferred Stock).
Sample 1Sample 2
Per Common Share Closing Consideration means an amount equal to (a)(i) the Estimated Closing Purchase Price, minus
Sample 1
Per Common Share Closing Consideration means with respect to each share of Common Stock an amount equal to the ratio of (a) the difference of the Estimated Payment minus the Aggregate Preferred Share Consideration, divided by (b) the sum of (i) the aggregate number of shares of Common Stock outstanding as of the Closing plus (ii) the aggregate number of shares of Common Stock for which the LPT Options were vested and exercisable as of the
Sample 1

Examples of Per Common Share Closing Consideration in a sentence

  • Each New Common Share issued and outstanding immediately prior to the Effective Time will, effective as of the Effective Time, be converted into the right to receive, without interest, (A) the Per Share Rights Amount, (B) the Per Common Share Closing Consideration and (C) any Per Common Share Contingent Consideration payable from time to time pursuant to Section 3.4, in each case payable in cash to the holder thereof, subject to applicable Tax withholding.

  • Each share of Company Common Stock, other than New Common Shares, issued and outstanding immediately prior to the Effective Time will, effective as of the Effective Time, be converted into the right to receive, without interest, the Per Common Share Closing Consideration and any Per Common Share Contingent Consideration payable from time to time pursuant to Section 3.4, in each case payable in cash to the holder thereof, subject to applicable Tax withholding.


More Definitions of Per Common Share Closing Consideration

Per Common Share Closing Consideration means an amount equal to the quotient of (a) the aggregate amount of Closing Merger Consideration allocable to the Company Common Shares, divided by (b) the aggregate number of Company Common Shares that would be issued and outstanding immediately prior to the Effective Time, assuming that all Vested Options and Unvested Options issued and outstanding as of immediately prior to the Effective Time were exercised in full by paying the applicable exercise price in cash (which for the avoidance of doubt excludes any Terminated Options) and, without duplication, including all Dissenting Shares and Rollover Equity. For the avoidance of doubt, the aggregate amount of Closing Merger Consideration allocable to the Company Common Shares for the purposes hereof shall be determined after giving effect to any amounts of the Estimated Closing Merger Consideration allocable to the Growth Shares as provided by Section 4.2(c) of the Bye-Laws and the Distribution Waterfall.
Sample 1
Per Common Share Closing Consideration means, with respect to any Common Share, the amount equal to (a) the quotient obtained by dividing (i) an amount equal to (A) the Closing Consideration, plus (B) the aggregate dollar amount of the exercise prices for all In-the-Money Options, less (C) the Class B Preferred Share Value, by (ii) the Fully Diluted Number.
Sample 1
Per Common Share Closing Consideration means an amount equal to (a)(i) the Estimated Closing Purchase Price, minus (ii) the Preferred Estimated Closing Consideration, minus (iii) the aggregate RSU Closing Consideration in respect of all Company RSUs, minus (iv) the aggregate PSU Closing Consideration in respect of all Company PSUs, divided by (b) the sum of (x) the number of Company Common Shares outstanding immediately prior to the Closing and (y) the number of Company Common Shares underlying the Company Warrants.
Sample 1
Per Common Share Closing Consideration means the amount equal to (a) (i) the Closing Date Merger Consideration, plus (ii) the Exercise Amount, minus (iii) the sum of the Series C-1 Liquidation Preference, the Series C-2 Liquidation Preference, the Series C-3 Liquidation Preference, the Series B Liquidation Preference, the Series A Liquidation Preference, the aggregate Series A Preferred Warrant Payment and the Rights Preference, divided by (b) the number of Fully Diluted Shares.
Sample 1

Related to Per Common Share Closing Consideration

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

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

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

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

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

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

  • 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).

  • 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).

  • 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.

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

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

  • 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.

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

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Cash Consideration has the meaning set forth in Section 2.2.

  • 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”):

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

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