Per Share Cash Payment definition

Per Share Cash Payment means an amount in cash equal to the quotient of (i) the sum of (x) the Aggregate Closing Cash Payment and (y) the Aggregate Company Option Exercise Price, divided by (ii) the total number of Fully Diluted Shares.

Per Share Cash Payment means the quotient of (x) $1,485,000 divided by (y) the aggregate number of shares of Company Common Stock held by the Stockholders; and

Per Share Cash Payment means the per share cash consideration payable by Buyer to the Stockholders determined by dividing the Cash Purchase Price by the total number of Company Shares outstanding immediately prior to the Effective Time (the "Company Share Number").

Examples of Per Share Cash Payment in a sentence

• The Exchange Ratio and the Per Share Cash Payment shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

• Enhance Liquidity and Financial Flexibility - Cash of $875 Million After $5.00 Per Share Cash Payment - Net Debt to Capital of 41.3% (net of cash) - Sale of Non-Core Businesses - $1 Billion Value - Net Debt to Capital of 25.5% (net of cash) After Sales .

• As used herein, the term "Per Share Cash Payment" shall mean the per share cash consideration payable by Buyer to the Stockholders determined by dividing the Cash Purchase Price by the total number of Company Shares outstanding immediately prior to the Effective Time (the "Company Share Number").

• The Per Share Cash Payment and Exchange Ratio shall be adjusted accordingly to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Quest Common Stock and MBR Common Stock), reorganization, recapitalization or other like change with respect to Quest Common Stock and MBR Common Stock occurring after the date of this Agreement and prior to the Effective Time.

• Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed, on and after the Effective Time, to represent only the right to receive upon such surrender New Certificates representing the Merger Shares (other than the Escrowed Shares) as contemplated by Section 2.1(d)(i), and such Stockholders portion of the Per Share Cash Payment, without interest, as contemplated by Section 2(d)(ii).

More Definitions of Per Share Cash Payment

Per Share Cash Payment means the quotient obtained by dividing the Aggregate Cash Payment by the Outstanding Preferred Number.

Per Share Cash Payment means the product obtained by multiplying (i) the Per Share Fully-Diluted Share Value by (ii) ten percent (10%); (C) the "Per Share Fully-Diluted Share Value" shall mean the quotient obtained by dividing (i) the Fully-Diluted Share Value by (ii) the Number of Fully-Diluted Company Shares; (D) the "Number of Fully-Diluted Company Shares" shall mean the total number of shares of Company Stock outstanding immediately prior to the Closing assuming the exercise at such time of all outstanding options to purchase shares of Company Stock, including the Canceled Options (as defined in Section 1.8 below) (the "Company Options"); (E) the "Fully-Diluted Share Value" shall mean $1,997,500 less the Company Deficit; and (F) the "Company Deficit" shall mean the greater of (i) the amount by which the Company's total liabilities through and including the Closing (other than the Company's legal expenses to be paid by Webhire pursuant to Section 8.1 hereof, the Xxxxxx Xxxxxxxxx Payment (defined in Section 1.10 hereof and the Xxxxxx Option Payment (defined in Section 1.8 hereof)) exceed the Company's total current assets as reflected on the balance sheet of the Company as of the close of business on the Closing Date and (ii) $0.00. Such Closing Date balance sheet shall be prepared on a pro forma basis (the "Closing Date Balance Sheet") and shall be delivered by the Company two business days prior to the Closing Date. SCHEDULE 1.6(a) sets forth the allocation of the Aggregate Cash Purchase Price among the Principal Stockholders, such Schedule having been prepared in reliance upon the certificate of the President of the Company and the Principal Stockholders delivered to Webhire pursuant to Section 5.1(l) of this Agreement.

Per Share Cash Payment means an amount in cash equal to the quotient of (i) the sum of (x) the Aggregate Closing Cash Payment and (y) the Aggregate Company Option Exercise Price, divided by (ii) the total number of Fully Diluted Shares; provided, that for purposes of any calculations with respect to outstanding Company Shares (including Company Shares issuable upon exercise of Warrants), “Per Share Cash Payment” shall mean an amount in cash equal to the quotient of (i) (x) the Aggregate Closing Cash Payment minus (y) the Aggregate Company Option Closing Cash Amount divided by (ii) the difference of (p) the total number of Fully Diluted Shares less (q) the aggregate number of Company Common Shares underlying the Company Options outstanding immediately prior to the Effective Time.”

Per Share Cash Payment means an amount in cash equal to the quotient of (i) (x) the Aggregate Closing Cash Payment minus (y) the Aggregate Company Option Closing Cash Amount divided by (ii) the difference of (p) the total number of Fully Diluted Shares less (q) the aggregate number of Company Common Shares underlying the Company Options outstanding immediately prior to the Effective Time.”

Per Share Cash Payment shall be determined by dividing (A) $15,000,000, by (B) the Fully Diluted Share Amount.

Per Share Cash Payment shall have the meaning set forth in Section 2.2.

Per Share Cash Payment means an amount in cash equal to the quotient of (i) the sum of (x) the Aggregate Closing Cash Payment and