Per Share Closing Payment definition

Per Share Closing Payment means the quotient obtained by dividing the sum of the Closing Payment plus the Rollover Investment Amount by the number of Shares outstanding immediately prior to the Merger.

Per Share Closing Payment means an amount equal to the quotient of (x) the sum of the Closing Payment Amount, less (i) the Closing Escrow Amount, less (ii) the Representation Reimbursement Amount, divided by (y) the Fully Diluted Common Stock Number.

Per Share Closing Payment means, the Common Per-Share Closing Payment, the Series A-1 Per Share Closing Payment, the Series A-2 Per Share Closing Payment or the Series B Per Share Closing Payment, as applicable.

Examples of Per Share Closing Payment in a sentence

• By way of example only, at the time of execution of this Agreement the Fully Diluted Common Number is represented by the Company to be 7,539,866 shares; accordingly, assuming Cash Consideration of $11,700,000 and an Escrow Amount of $1,755,000, the Per Share Closing Payment would be ($11,700,000 - $199,375 - $1,755,000) / (7,539,866 -128,629) shares, or $1.3150 per share.

• In the event of a transfer of ownership of Company Stock not registered in the transfer records of the Company, the applicable Per Share Closing Payment may be paid to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and evidence that an applicable stock transfer Taxes have been paid.

• The number of shares of Purchaser Common Stock subject to the Purchaser Options will equal the number of Company Shares subject to such Company Option being converted immediately prior to the Closing, multiplied by the Per Share Closing Payment, rounded to the nearest whole share, without any payment for fractional shares, if any, other than as provided in Section 2.05.

• The Buyer shall pay to the Seller from the Cash Portion of the Purchase Price, an amount equal to the sum of (A) the product of (x) the total number of issued and paid-up shares of the Stock owned by the Seller at the Closing and (y) the Per Share Closing Payment less (B) the Stock Portion of the Purchase Price.

• The per share exercise price of each such Company Option will equal the per Common Share exercise price of such Company Option being converted immediately prior to the Closing, multiplied by the reciprocal of the Per Share Closing Payment, rounded up to the nearest whole cent.

More Definitions of Per Share Closing Payment

Per Share Closing Payment means, collectively, the Per Share Closing Cash Consideration and the Per Share Stock Consideration.

Per Share Closing Payment means the Closing Consideration DIVIDED BY (i) the number of shares of Company Common Stock (other than such shares held by Parent) outstanding immediately prior to the Effective Time plus (ii) the number of shares of Company Common Stock subject to Unexercised Vested Options.

Per Share Closing Payment means an amount equal to the quotient of (a) the Adjusted Purchase Price, increased by (i) the aggregate exercise price of the Vested Options (including, for the avoidance of doubt, Company Options held by Specified Persons or the individuals identified on Schedule 2.4(b) the vesting of which is accelerated pursuant to Section 2.4(b)), plus (ii) the aggregate base price of the Vested SARs (including, for the avoidance of doubt, SARs held by Specified Persons or the individuals identified on Schedule 2.4(b) the vesting of which is accelerated pursuant to Section 2.4(b)), plus (iii) the aggregate exercise price of the Unvested Options held by the Continuing Employees and plus (iv) the aggregate base price of the Unvested SARs held by the Continuing Employees, and (b) the Fully Diluted Share Number.

Per Share Closing Payment means, with respect to a share of Company Capital Stock, the amount of Closing Merger Consideration, if any, payable in respect thereof to the holder of such share of Company Capital Stock on the Closing Date pursuant to Section 2.6, which will be paid in Acquiror Shares and cash in accordance with the Consideration Percentages.

Per Share Closing Payment means an amount equal to the Per Share Stock Purchase Price calculated as if the Estimated Net Working Capital Excess or Estimated Net Working Capital Deficit, as applicable, were the Net Working Capital Excess or the Net Working Capital Deficit, as applicable.

Per Share Closing Payment has the meaning given that term in Section 2.01(a)(iii).

Per Share Closing Payment means an amount equal to the Share Closing Amount divided by the aggregate number of Shares outstanding immediately prior to Closing.