Per Share Closing Consideration definition

Per Share Closing Consideration means an amount in cash equal to: (a) the sum of (i) the Aggregate Closing Merger Consideration; plus (ii) the aggregate exercise prices of all Vested Options that are outstanding and exercisable immediately prior to the Effective Time; divided by (b) the Full Dilution Number.

Per Share Closing Consideration means the quotient of (i) the Closing Merger Consideration divided by (ii) the sum of (A) the number of Shares issued and outstanding immediately prior to the Effective Time (on an as-converted to Common Stock basis) plus (B) the number of shares underlying Vested Options plus (C) the number of shares underlying outstanding Warrants.

Per Share Closing Consideration means an amount in cash equal to (i) the Closing Merger Consideration divided by (ii) the Fully Diluted Share Number

Examples of Per Share Closing Consideration in a sentence

• Any holder of Company Shares (other than Excluded Shares) who has not theretofore complied with this Section 5.5 shall thereafter look only to the Surviving Company for payment of the Per Share Closing Consideration and to Parent for the applicable portion of any Future Payments, if any and when due and payable in accordance with the terms and conditions set forth in this Agreement, upon due surrender of its Certificates (or affidavits of loss in lieu of the Certificates), without any interest thereon.

• Each share of Common Stock outstanding immediately prior to the Effective Time (other than any shares of Common Stock held in the treasury of the Company immediately prior to the Effective Time, which shares shall be cancelled and extinguished without any payment being made in respect thereof, or any Company Dissenting Shares) shall be converted into the right to receive the Per Share Closing Consideration and the Per Share Deferred Consideration.

• The hearing body shall be either the full Compliance Committee or a subset of the Compliance Committee as appointed by the chairman of the Compliance Committee (the “Chair”).

• All cash paid as Per Share Closing Consideration upon the surrender of Certificates or in respect of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the applicable Shares (other than the right to receive payments, if any, pursuant to Section 4.1(b)(iv)(A)(2) or Section 4.1(b)(iv)(B), as applicable, from the Working Capital Escrow Fund).

• Until surrendered, each Certificate (other than Certificates representing Company Dissenting Shares) shall be deemed for all corporate purposes to evidence only the right to receive upon such surrender the Per Share Closing Consideration and the Per Share Deferred Consideration into which the Company Stock represented thereby shall have been converted in accordance with the terms and upon the conditions of this Agreement.

More Definitions of Per Share Closing Consideration

Per Share Closing Consideration means the quotient obtained by dividing (i) the Closing Consideration by (ii) the Fully Diluted Share Number.

Per Share Closing Consideration means the Per Share Closing Cash Consideration and Per Share Closing Stock Consideration, as applicable.

Per Share Closing Consideration means (a) a number of shares of Parent Stock equal to the Per Share Closing Stock Consideration and (b) an amount in cash equal to the Per Share Closing Cash Consideration.

Per Share Closing Consideration has the meaning set forth in Section 3.1(c)(v).

Per Share Closing Consideration means an amount equal to (a)(i) the Closing Consideration, minus (ii) the Series A Preferred Redemption Amount, divided by (b) the number of Fully Diluted Shares.

Per Share Closing Consideration means, for any share of Company Capital Stock, (i) an amount in cash, without interest, equal to the product of (A) the Per Share Closing Total Value multiplied by (B) the Per Share Cash Percentage and (ii) a number of shares of Acquirer Common Stock equal to the quotient of (A) the product of (x) the Per Share Closing Total Value multiplied by (y) the Per Share Stock Percentage divided by (B) the Acquirer Stock Price.

Per Share Closing Consideration means the Per Share Merger Consideration less the Per Share Holdback Consideration.