Per Share Additional Consideration definition

Per Share Additional Consideration means the amount equal to the quotient obtained by dividing (i) the Additional Consideration by (ii) the Fully Diluted Number.
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Per Share Additional Consideration means (i) the Aggregate Additional Consideration, divided by (ii) the Fully-Diluted Stock Number.
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Per Share Additional Consideration is defined in Section 2.4(a).
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Examples of Per Share Additional Consideration in a sentence

  • No Person who has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL shall be entitled to receive the Per Share Merger Consideration or the Per Share Additional Consideration, if any, with respect to the Shares owned by such Person unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL.

  • Any holder of Shares (other than Excluded Shares) who has not theretofore complied with this Article IV shall thereafter look only to the Surviving Corporation for payment of the Per Share Merger Consideration and the Per Share Additional Consideration, if any, (after giving effect to any required tax withholdings as provided in Section 4.2(g)) upon due surrender of its Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, without any interest thereon.

  • The payment of such amounts in accordance with the foregoing shall fully satisfy the obligations of Buyer and the Surviving Corporation to pay the Per Share Additional Consideration hereunder.

  • From and after the Effective Date, each holder's right to receive the Per Share Additional Consideration pursuant to this Article IV may not be transferred in any manner other than by will or by the laws of descent.

  • From and after the Effective Date, each holder’s right to receive the Per Share Additional Consideration pursuant to this Article IV may not be transferred in any manner other than by will or by the laws of descent.

  • The consideration for each Common Share to be acquired in the Acquisition shall be an amount in cash in U.S. dollars equal to the sum of (i) the applicable Per Share Closing Consideration for such Common Share, and (ii) the Per Share Additional Consideration, if any (such sum, the “Per Share Consideration”).


More Definitions of Per Share Additional Consideration

Per Share Additional Consideration for any share of Company Common Stock means with respect to any Additional Consideration, the portion of the Additional Consideration allocated to such share in accordance with the Allocation Principles and as set forth in the Allocation Certificate for such Additional Consideration.
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Per Share Additional Consideration means, with respect to each share of Company Stock and Vested Option, the portion of any Additional Consideration allocated to such share of Company Stock and Vested Option per the calculation set forth in the Allocation Certificate.
Sample 1

Related to Per Share Additional Consideration

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

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

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

  • 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.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

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

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • 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.

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Option Consideration has the meaning set forth in Section 3.3(a).

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

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

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

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

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

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