Per Share Common Closing Consideration definition

Per Share Common Closing Consideration means the quotient obtained by dividing (i) the Closing Consideration minus the Total Liquidation Preference by (ii) the Fully Diluted Share Number. ​
Sample 1
Per Share Common Closing Consideration means the quotient obtained by dividing (A) the sum of (i) the Base Common Closing Payment, plus (ii) the Estimated Working Capital Adjustment, if any, by (B) the Outstanding Common Stock Number.
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Per Share Common Closing Consideration means a fraction of a share of Parent Common Stock equal to the Total Consideration Per Common Share minus (a) the Per Share Common Escrow Consideration and (b) the Per Share Common Representative Fund Consideration.
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Examples of Per Share Common Closing Consideration in a sentence

  • Each share of Company Common Stock (other than Excluded Shares) issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for (i) the right to receive an amount in cash, without interest, equal to the Per Share Common Closing Consideration and (ii) the contingent right to receive payments as provided in Sections 2.08(f), 2.09 and 2.10.


More Definitions of Per Share Common Closing Consideration

Per Share Common Closing Consideration means the difference resulting from (A) the Per Share Common Aggregate Consideration minus (B) the Per Share Common Escrow Amount minus (C) the Per Share Common Representative Expense Amount.
Sample 1
Per Share Common Closing Consideration means an amount in cash equal to the quotient of (a) the amount equal to: (i) the Closing Consideration, plus (ii) the Aggregate Exercise Amount, minus (iii) the Aggregate Liquidation Amount, divided by (b) the Fully Diluted Share Number.
Sample 1
Per Share Common Closing Consideration means the quotient obtained by dividing (A) the Total Merger Consideration, plus the aggregate exercise price of Vested Company Options outstanding and that will be cashed out pursuant to Section 1.6(a), minus the Total Series A Closing Consideration, minus the Escrow Amount by (B) the sum of (x) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, (y) the number of shares of Series B Preferred Stock outstanding immediately prior to the Effective Time and (z) the number of Vested Company Options that will be cashed out pursuant to Section 1.6(a) outstanding immediately prior to the Effective Time;
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Per Share Common Closing Consideration has the meaning specified in Section 1.5(g)(iii).
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Per Share Common Closing Consideration means the amount per share received by the holders of Company Common Stock pursuant to Section 1.6(b).
Sample 1
Per Share Common Closing Consideration means an amount equal to (a)(i) the Closing Payment plus (ii) the Aggregate Exercise Price divided by (b) the Fully Diluted Number.
Sample 1

Related to Per Share Common Closing Consideration

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

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

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

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

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

  • 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.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • 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.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

  • 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.

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • Earnout Shares has the meaning set forth in Section 3.6(a).