Per Common Share Consideration definition

Per Common Share Consideration means the Net Merger Consideration minus the Aggregate Liquidation Preference, and then such amount divided by the aggregate number of shares of Common Stock (including any shares of Common Stock (i) issued or issuable to the holders of options or Warrants that are exercised in connection with the Closing or (ii) attributable to the deemed conversion of the shares of Series A Preferred Stock, Series A-2 Preferred Stock, Series B Preferred Stock and Series B-2 Preferred Stock in accordance with paragraphs (a) through (d) of Section 2.1) outstanding immediately prior to the Effective Time.

Per Common Share Consideration means an amount in cash (if any) per Common Stock determined by dividing (i) the Merger Consideration minus the Escrow Fund, the Expense Fund and the Earnout Amount, by (ii) the sum of the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time on a fully-converted, fully-exercised basis, including the number of shares of Common Stock issuable upon conversion of all Preferred Stock outstanding immediately prior to the Effective Time into Common Stock, and the exercise, in full, of all Vested Options and Warrants immediately prior to (and not terminated at or prior to) the Effective Time but excluding Unvested Stock and Unvested Options.

Per Common Share Consideration means a number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) the Total Common Stock Consideration by (y) the Total Outstanding Common Shares.

Examples of Per Common Share Consideration in a sentence

• All shares of Company Common Stock represented thereby shall be considered outstanding for all purposes of this Agreement and subject to the right to receive the Per Common Share Consideration (less any applicable income and employment Taxes).

• As of the date hereof, the Company has received a written opinion of Company FA, issued to the Company, to the effect that, as of the date thereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the Per Common Share Consideration is fair from a financial point of view to holders of Company Common Stock.

• Effective immediately prior to the Effective Time, any restricted stock issued under the Company Equity Plan (“Company Restricted Stock”) that is outstanding immediately prior to the Effective Time shall automatically become fully vested and non-forfeitable, and all shares of Company Common Stock represented thereby shall be considered outstanding for all purposes of this Agreement and subject to the right to receive the Per Common Share Consideration (less any applicable income and employment Taxes).

• Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands for amounts in excess of the Per Common Share Consideration or the Per Preferred Share Consideration.

• Each share of the Company’s Series B Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount of cash equal to the Series B Liquidation Preference plus the Per Common Share Consideration as though such share of Series B Preferred Stock had been converted to Common Stock, all in accordance with the Certificate of Incorporation.

More Definitions of Per Common Share Consideration

Per Common Share Consideration. (i) 3.994 fully paid and non-assessable shares of Parent Common Stock (the “Exchange Ratio”); and (ii) a cash payment in the amount equal to the quotient obtained by dividing (A) $27,000,000 by (B) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Cash Consideration”).

Per Common Share Consideration means the sum of the Per Common Share Parent Consideration and the Per Common Share Additional Manager Consideration.

Per Common Share Consideration means (i) the sum of (A) the Aggregate Closing Merger Consideration, minus (B) the Liquidation Preference Amount, divided by (ii) the sum of (A) the aggregate number of shares of Target Capital Stock outstanding immediately prior to the Effective Time on an as converted basis, plus (B) the aggregate number of shares of Target Capital Stock subject to Unexercised Options.

Per Common Share Consideration means, with respect to each share of Common Stock, (a) the Base Common Stock Per Share Price plus (b) the quotient obtained by dividing (1) the Estimated Adjustment Amount m inus the Transaction Expenses by (2) the Fully Diluted Shares.

Per Common Share Consideration means, with respect to each share of Common Stock, (a) the Base Common Stock Per Share Price plus (b) the quotient obtained by dividing (1) the Estimated Adjustment Amount minus the Transaction Expenses by (2) the Fully Diluted Shares.

Per Common Share Consideration means the quotient of (a) the sum of (i) the Aggregate Consideration, minus (ii) the Aggregate Series A Prime Preferred Consideration, minus (iii) the Aggregate Preferred Exchanged Securities Consideration, divided by (b) the Fully Diluted Common Shares, which amount shall be set forth in the Spreadsheet.

Per Common Share Consideration. Section 3.1(a)(1)