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.

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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.

Per Share Common Consideration means an amount in cash equal to (a) the Total Merger Consideration, plus the Aggregate Exercise Price Amount, minus the Aggregate Liquidation Preference, divided by (b) the Total Outstanding Securities.

Examples of Per Share Common Consideration in a sentence

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.
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.
The Per Share Common Consideration to be received at the Closing by each Common Holder in respect of all of the Common Shares held by such Common Holder immediately prior to the Closing shall, pursuant to Section 1.6(c) and Section 2.2(c)(iii), be reduced by (A) such Common Holder’s Pro Rata Escrow Portion of the Escrow Amounts in respect of such Common Shares, and (B) such Common Holder’s Pro Rata Escrow Portion of the Securityholder Expense Amount in respect of such Common Shares.
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.
Notwithstanding anything to the contrary herein or otherwise, if the exercise price of any Option or Company Warrant is less than the Per Share Common Consideration (“Underwater Awards”), then such Option and/or Company Warrant shall be canceled for no consideration and the holder thereof shall have no further rights to such canceled Underwater Award, nor will the Company, any Subsidiary, the Surviving Corporation or any of its Affiliates have any liability with respect thereto.

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 an amount in cash equal to (a) the Total Merger Consideration, plus the Aggregate Exercise Price Amount, plus the Aggregate Loan Repayment Amount, minus the Aggregate Liquidation Preference, divided by (b) the Total Outstanding Securities.

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 fraction of a share) of Newco Common Stock issuable in the Recapitalization 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 Distribution 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 the quotient obtained by dividing (i) the sum of the Purchase Price, plus the Aggregate Exercise Price, less the Holdback Amount, less the Aggregate Liquidation Preference, by (ii) the Participating Shares.