Per Share Closing Merger Consideration definition

Per Share Closing Merger Consideration means an amount equal to the Closing Merger Consideration divided by the Fully-Diluted Share Number.

Per Share Closing Merger Consideration means (a) an amount in cash equal to the quotient of (i) the sum of the Closing Cash Merger Consideration, minus the Escrow Amount, minus the Holder Representative Amount, divided by (ii) the Fully Diluted Shares, plus (b) the Closing Stock Merger Consideration divided by the Fully Diluted Shares, plus (c) a number of Parent Warrants equal to the quotient of the Closing Warrant Merger Consideration divided by the Fully Diluted Shares.

Per Share Closing Merger Consideration means the quotient determined by dividing:

Examples of Per Share Closing Merger Consideration in a sentence

• The Per Share Closing Merger Consideration payable in connection with the conversion of the Company Common Stock in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Common Stock.

• On or after the Effective Time, any Certificates presented to the Exchange Agent, the Surviving Corporation or Adara for any reason shall be canceled and exchanged for the Per Share Closing Merger Consideration in accordance with the provisions of Article III.

• Adara will use its reasonable best efforts to cause the Per Share Closing Merger Consideration issued in connection with the Transactions to be approved for listing on the NYSE at Closing.

• Adara shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the Per Share Closing Merger Consideration out of the Exchange Fund in accordance with this Agreement.

• The Per Share Closing Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Adara Class A Common Stock occurring on or after the date hereof and prior to the Effective Time.

More Definitions of Per Share Closing Merger Consideration

Per Share Closing Merger Consideration means, with respect to a share of Company Preferred Stock or Company Common Stock (other than shares to be canceled pursuant to Section 2.6(c)), as applicable, the portion of the Closing Merger Consideration payable with respect to such share assuming that all Company Options, Company Warrants and Company Convertible Notes have been converted into the appropriate number of shares of Company Capital Stock immediately prior to Closing and assuming that there are no Dissenting Shares, as calculated immediately prior to the Effective Time in accordance with the Company Charter, applicable Legal Requirements and the terms of this Agreement, and as set forth on the Payment Schedule

Per Share Closing Merger Consideration means the amount equal to the quotient obtained by dividing (a) (i) the Closing Merger Consideration, plus (ii) the product of (A) the exercise price of each Vested Option, multiplied by (B) the number of shares of Common Stock underlying each such Vested Option (rounded down to the nearest whole cent), plus (iii) the exercise price of the Vested Warrant, plus (iv) the aggregate amount of Note Obligations used to offset amounts that would otherwise be payable to the applicable Securityholders in connection with the transactions as contemplated by Section 1.04(b)), by (b) the Fully Diluted Shares.

Per Share Closing Merger Consideration means a number of shares of Parent Common Stock equal to (a) (i) the Estimated Merger Consideration minus (ii) the aggregate Per Unit Consideration Shares in respect of all Company Units, divided by

Per Share Closing Merger Consideration means (i)(A) $31.8 million PLUS (B) the Estimated Closing Working Capital Balance PLUS (C) the New Capital Equipment Purchase Price PLUS (D) the after-Tax proceeds of the liquidation of Investment Securities provided for in Section 7.1.17 DIVIDED BY (ii) the number of issued and outstanding shares of Company Stock immediately prior to the consummation of the Redemption. The Per Share Closing Merger Consideration will be subject to adjustment pursuant to Sections 2.16, 2.17 and 2.18.

Per Share Closing Merger Consideration means the Closing Merger Consideration, divided by the Company Shares Outstanding.

Per Share Closing Merger Consideration means the amount equal to the quotient obtained by dividing (i) (A) the Closing Merger Consideration plus (B) the product of (1) the per share exercise price of each Vested Option multiplied by (2) the number of shares of Common Stock underlying each such Vested Option immediately prior to the Effective Time (rounded down to the nearest whole cent), plus (C) the product of (1) the per share exercise price of each Warrant multiplied by (2) the number of shares of Capital Stock underlying each such Warrant immediately prior to the Effective Time (rounded down to the nearest whole cent), by (ii) the Fully Diluted Shares.

Per Share Closing Merger Consideration shall refer to the Per Share Common Closing Merger Consideration and the Per Share Series A Closing Merger Consideration, as applicable.