Per Share Blocker Merger Consideration definition

Per Share Blocker Merger Consideration means the number of shares of Combined Company Class A Common Stock equal to the quotient of (a)
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Per Share Blocker Merger Consideration means the number of shares of Combined Company Class A Common Stock equal to the quotient of (a)(i) the Total Per Blocker Equity Consideration with respect to such Blocker, divided by (ii) with respect to each Blocker, the number of outstanding Blocker Equity Interests of such Blocker as of immediately prior to the Blocker Effective Time, plus (b) an amount in cash equal to the quotient of (i) the Total Per Blocker Cash Consideration with respect to such Blocker, divided by (ii) with respect to each Blocker, the number of outstanding Blocker Equity Interests of such Blocker as of immediately prior to the Blocker Effective Time, plus (c) certain rights under the Tax Receivable Agreement.
Sample 1
Per Share Blocker Merger Consideration means (a) a number of shares of Buyer Class A Common Stock equal to the quotient of (i) the Total Per Blocker Equity Consideration with respect to such Blocker divided by (ii) with respect to each Blocker, the number of outstanding Blocker Equity Interests of such Blocker as of immediately prior to the Blocker Effective Time, plus (b) an amount in cash equal to the quotient of (i) the Total Per Blocker Cash Consideration with respect to such Blocker divided by (ii) with respect to each Blocker, the number of outstanding Blocker Equity Interests of such Blocker as of immediately prior to the Blocker Effective Time plus (c) certain rights under the Tax Receivable Agreement.
Sample 1

Examples of Per Share Blocker Merger Consideration in a sentence

  • At the Blocker Effective Time, by virtue of the Blocker Mergers and without any action on the part of any Party, each Equity Interest of each Blocker that is issued and outstanding immediately prior to the Blocker Effective Time (other than Cancelled Equity Interests and Blocker Dissenting Shares) shall, at the Blocker Effective Time, be cancelled, shall cease to exist and shall no longer be outstanding and shall be converted into the right to receive the Per Share Blocker Merger Consideration.

  • No Blocker Owner or Company Unitholder shall be entitled to receive its Per Share Blocker Merger Consideration or Per Unit Unitholder Merger Consideration as applicable, until such Person delivers a duly executed and completed Blocker Letter of Transmittal or Company Unitholder Letter of Transmittal, as applicable, and IRS Form W-9 or appropriate version of IRS Form W-8 to the Transfer Agent or the Company, as applicable.

  • Until surrendered as contemplated by this Section 3.5(a), each Blocker Equity Interest and Company Unit shall be deemed at all times after the Effective Time to represent only the right to receive, upon such surrender, the Per Share Blocker Merger Consideration or Per Unit Unitholder Merger Consideration, respectively, to which such Blocker Owner or Company Unitholder is entitled pursuant to this Article III.

Related to Per Share Blocker Merger Consideration

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

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

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

  • Base Merger Consideration means $1,200,000,000.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

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

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

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

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

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

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

  • 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.

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

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

  • 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.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • Company Shares means the common shares in the capital of the Company;

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • 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.

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

  • Company Share Plans means, collectively, (i) the 2018 Share Incentive Plan of the Company, which replaced the Company’s 2010 Share Incentive Plan in its entirety, and (ii) the Post-IPO Share Incentive Plan of the Company.