Per Share Common Amount definition

Per Share Common Amount means an amount equal to the quotient of (i) the sum of (A) the Aggregate Common Consideration Value plus (B) the Aggregate Exercise Price divided by (ii) the Fully-Diluted Common Shares Outstanding.
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Per Share Common Amount means the quotient obtained by dividing (x) the Equity Value by (y) the Fully Diluted Company Capital Stock.
Sample 1
Per Share Common Amount means an amount of cash equal to the quotient obtained by dividing (i) an amount equal to (A) the Initial Merger Consideration, plus (B) the aggregate exercise price of all Cashed-Out Options, and plus (C) the aggregate exercise price of all Cashed-Out Warrants and plus (D) the aggregate amount of outstanding principal and accrued interest outstanding under the Stockholder Loans by (ii) the Fully Diluted Common Number.
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Examples of Per Share Common Amount in a sentence

  • The Company hereby grants to the Grantee a number of Restricted Stock Units to be determined by the Company immediately prior to the closing date of the Merger, which number will be equal to $[ ] divided by the Per Share Common Amount, as defined in the Merger Agreement, and communicated to the Grantee as soon as reasonably practicable following the closing date of the Merger (the “Award”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

  • Any Warrant not surrendered for cancellation as provided above shall survive the Merger and shall become a warrant to receive, upon payment of the exercise price provided for therein, an amount of cash based on the Per Share Common Amount in accordance with the merger adjustment provisions of each such Warrant.

  • On the date hereof, the Board of Directors of the Company has received the opinion of UBS Warburg to the effect that, as of the date of this Agreement, the Per Share Common Amount to be received by the holders of Common Shares (other than Parent, Purchaser and their respective affiliates) pursuant to the Offer and the Merger is fair, from a financial point of view, to such holders.

  • The Company hereby grants to the Grantee a number of Restricted Stock Units to be determined by the Company prior to the closing of the Merger, which number will be equal to $[ ] divided by the Estimated Per Share Common Amount (as defined in the Merger Agreement), and communicated to the Grantee as soon as reasonably practicable (the “Award”).

  • Further, Licensor is required to inform Initial Licensor about the identity of Licensee and allow independent counsel review of this Agreement for Initial Licensor as further set forth below in Section 6.1.

  • Not all of the Per Share Common Amount will be distributed to the holders of Company common stock on or immediately following the Effective Time.

  • The Company hereby grants to the Grantee a number of Stock Units to be determined by the Company immediately prior to the closing date of the Merger, which number will be equal to $[ ] divided by the Per Share Common Amount, as defined in the Merger Agreement, and communicated to the Grantee as soon as reasonably practicable following the closing date of the Merger (the “Award”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

  • No payment shall be made with respect to any Option (whether vested or unvested) with a per share exercise price that equals or exceeds the amount of the Per Share Common Amount.

  • If you exercise Vested Options that qualify as “incentive stock options” (“Vested ISOs”) under federal tax law, the aggregate amount of the Per Share Common Amount payable for the underlying shares minus the aggregate exercise price applicable to those shares (such difference, the “Vested Spread”) will be reported as ordinary income to you for U.S. federal income tax purposes.

  • At the Effective Time, each of the Common Warrants that is outstanding and unexercised shall, following the Effective Time, remain outstanding and shall automatically be adjusted so that the holder thereof shall have the right to receive, upon exercise of such Common Warrant (and payment of the applicable exercise price thereunder), the Per Share Common Amount multiplied by the number of shares of Common Stock purchasable under such Common Warrant at the time of the exercise thereof.


More Definitions of Per Share Common Amount

Per Share Common Amount means the number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) the Aggregate Residual Amount by (y) the Aggregate Company Common Stock.
Sample 1
Per Share Common Amount means (A) (i) the Initial Cash Merger Consideration plus (ii) the aggregate exercise price of all Outstanding Vested Options and the Comerica Warrants, plus (iii) the Escrow Amount, plus (iv) the Holdback Amount, less (v) the Series B Preference Payment divided by (B) the Outstanding Company Shares plus the shares of Series B Preferred Stock and Series C Preferred Stock issuable upon exercise of the Comerica Warrants plus the Outstanding Vested Options.
Sample 1
Per Share Common Amount means an amount of cash equal to the quotient obtained by dividing (i) an amount equal to (A) the Initial Merger Consideration, minus (B) the Aggregate Series B Preference Amount, minus (C) the Aggregate Series A-1 Preference Amount, minus (D) the Aggregate Series A Preference Amount, plus (E) the aggregate exercise price of all Cashed-Out Options, plus (F) the aggregate exercise price of all Cashed-Out Warrants and plus (G) the aggregate amount of outstanding principal and accrued interest outstanding under the Stockholder Loans by (ii) the Fully Diluted Common Number.
Sample 1
Per Share Common Amount means an amount equal to the quotient obtained by dividing (a) the Remaining Amount by (b) the sum of(i) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, plus (ii) the Aggregate Warrant Shares and plus (iii) the Aggregate Option Shares.
Sample 1

Related to Per Share Common Amount

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

  • Share Value means $25.00 plus declared and unpaid dividends as at the date of the Trigger Event.

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

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

  • Dividend Amount means, with respect to any date on which the Company pays a dividend on its outstanding Common Stock, the amount of such dividend that is paid per share of Common Stock multiplied by (x) the Purchase Amount divided by (y) the Liquidity Price (treating the dividend date as a Liquidity Event solely for purposes of calculating such Liquidity Price).

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Class A Common Shares means the Class A common shares of the Company, par value US$0.00001 per share, at the date of this Indenture, subject to Section 14.07.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

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

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Per Share Fair Market Value has the meaning set forth in Section 13(C).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Class A Common Stock means the Company's Class A Common Stock, par value $.01 per share.

  • Share Consideration has the meaning given to it in Section 2.2;

  • car-share means the practice where a number of people share the use of one or more cars that are owned by a profit or non-profit car-sharing organization and where such organization may require that use of cars to be reserved in advance, charge fees based on time and/or kilometres driven, and set membership requirements of the car-sharing organization, including the payment of a membership fee that may or may not be refundable;

  • Maximum Share Amount shall have the meaning set forth in Section 2.01(c).