Per Share Common Consideration definition

Per Share Common Consideration means an amount equal to (a) the Merger Consideration divided by (b) the Fully Diluted Number.
Per Share Common Consideration means the (A) Per Share Common Merger Cash Consideration, (B) Per Share Common Merger Stock Consideration and (C) and the right to receive such portion of the Earn-Out Payments, if any, payable pursuant to Section 2.9.

Examples of Per Share Common Consideration in a sentence

  • As of the Effective Time, the number of Sealed Air Common Shares outstanding (including any awards pursuant to the Sealed Air Stock Plans) shall not exceed the number outstanding as of August 14, 1997, except to the extent that such excess is reflected in an adjustment to the Per Share Common Consideration (as defined in the Distribution Agreement) as provided in the definition thereof.

  • Between the date of this Agreement and the Effective Time, Buyer and the Company shall cooperate in determining procedures for holders of Company Stock Options to exercise their Company Stock Options without the payment of cash (and their receipt of the Per Share Common Consideration less the per share exercise price for each share issuable upon exercise of the Company Stock Option), if the parties jointly agree on such procedures.

  • Company Common Stock Warrants with a per share exercise price greater than or equal to the Per Share Common Consideration (“Out-of-the-Money Warrants”) shall be cancelled without consideration.

  • Vested Company Options with a per share exercise price greater than or equal to the Per Share Common Consideration shall be cancelled without consideration.

  • For purposes of this Agreement, the term “Spread Value” means, with respect to each Company Share underlying such Promised Option, (x) the Per Share Common Consideration, less (y) the Deemed Exercise Price of such Promised Option.


More Definitions of Per Share Common Consideration

Per Share Common Consideration has the meaning set forth in Section 1.7(b)(ii).
Per Share Common Consideration means the Per Share Common Cash Consideration and the Per Share Common Stock Consideration.
Per Share Common Consideration means, with respect to each share of Company Common Stock, one share of Parent Common Stock (the “Common For Common Shares”); provided, however, that each holder of shares of Company Common Stock that owns 1,000 or fewer shares of Company Common Stock will receive cash in lieu of Common for Common Shares equal to $0.25 per share. For the avoidance of doubt, any shares issued upon the exercise of Company Options after the execution of this Agreement but before the Effective Time will be counted as outstanding shares of Company Common Stock at the Effective Time for purposes of determining the number of Common for Common Shares.
Per Share Common Consideration the shares (or frac- tion of a share) of Newco Common Stock issuable in the Recapi- talization per share of Grace Common Stock outstanding as of the Record Date, such amount to be determined by dividing (a) the amount equal to (I) 40,895,000, increased by the product, if any, of (x) 1.7027 and (y) the net increase in outstanding Sealed Air Common Shares between August 14, 1997 and the Dis- tribution Date, minus (II) the Net Option Number, by (b) the aggregate number of shares of Grace Common Stock outstanding as of the Record Date, the result being rounded to the nearest one-thousandth (or, in the event there is no nearest number, rounded up to the next one-thousandth). "Net Option Number" means
Per Share Common Consideration means (i) the number of shares of Parent Common Stock equal to (A) the Aggregate Stock Consideration, divided by (B) the Fully Diluted Common Number; and (ii) an amount in cash equal to (A) the Initial Per Share Cash Consideration, plus (B) any Final Adjustment Amount to be paid to the Stockholders (if applicable), divided by the Fully Diluted Common Number (if applicable), minus (C) any Final Adjustment Amount to be paid to Parent, divided by the Fully Diluted Common Number.
Per Share Common Consideration means an amount equal to (i)(A) the Estimated Purchase Price, minus (B) the Preferred Redemption Amount, divided by (ii) the number of Fully Diluted Shares; provided that, if (i) is less than or equal to Zero Dollars and Zero Cents ($0.00), then the Per Share Common Consideration shall be Zero Dollars and Zero Cents ($0.00).
Per Share Common Consideration means an amount equal to the quotient of (a) the Merger Consideration minus the Preferred Redemption Amount, divided by (b) the sum of (i) the aggregate number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (including any shares issued or issuable prior to the Effective Time to the ESOP), (ii) the aggregate number of shares of Common Stock issuable upon exercise of In-the-Money Options and the Warrant immediately prior to the Effective Time and (iii) the number of notional shares of Common Stock attributable to all SARs and SERP Awards outstanding immediately prior to the Effective Time.