Per Share Common Cash Consideration definition

Per Share Common Cash Consideration means a dollar amount equal to the quotient obtained by dividing (i) the Total Common Cash Consideration by (ii) the Total Outstanding Shares.
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Per Share Common Cash Consideration means the quotient of (i) the Initial Cash Merger Consideration less the aggregate Per Share Preferred Liquidation Preference Amount, divided by (ii) the Outstanding Shares.
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Examples of Per Share Common Cash Consideration in a sentence

  • A holder of shares of Community First Capital Stock converted in the Merger who would otherwise have been entitled to a fractional share of American Common Stock shall be entitled to receive a cash payment (without interest) in lieu of such fractional share in an amount determined by multiplying (i) the fractional share interest to which such holder would otherwise be entitled by (ii) the Per Share Common Cash Consideration or the Per Share Series A Cash Consideration, as appropriate.

  • For purposes of this Agreement, the term “Option Cancellation Amount” shall mean, for an Old Stock Option covering a specified number of shares of Company Common Stock outstanding immediately prior to the Effective Time, an amount equal to (x) the number of shares of Company Common Stock covered by such Old Stock Option immediately prior to the Effective Time multiplied by the amount, if any, by which the Per Share Common Cash Consideration exceeds the exercise price of such Old Stock Option.

  • The applicable taxes required to be withheld from the Option Consideration shall reduce first the Per Share Common Cash Consideration portion of the Option Consideration with any remaining amount reducing the Per Share Common Stock Consideration portion of the Option Consideration, with the value of the stock portion for purposes of such deduction determined based on the closing price of a share of Parent Class A Common Stock on the date such obligation becomes due.

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Related to Per Share Common Cash Consideration

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

  • 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.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • 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.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

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

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

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Per Share Amount has the meaning set forth in Section 3.01(c).

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • 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)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.