Per Share Common Merger Consideration definition

Per Share Common Merger Consideration means (i) the Closing Merger Consideration, minus the Aggregate Preferred Liquidation Preference Amount payable in respect of all issued and outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, divided by (ii) the Fully Diluted Shares, as set forth on the Final Merger Consideration Certificate.

Per Share Common Merger Consideration has the meaning set forth in Section 2.6(c).

Per Share Common Merger Consideration means the quotient obtained by dividing (A) the Common Stock Merger Consideration by (B) the Common Stock Base Number.

Examples of Per Share Common Merger Consideration in a sentence

• For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor.

• The Company Board has received an opinion from Xxxxx Fargo Securities, LLC addressed to the Company Board to the effect that, as of the date of such opinion and based upon and subject to the various assumptions, limitations, qualifications and other factors set forth therein, the Per Share Common Merger Consideration to be paid to the holders of Company Common Stock pursuant to this Agreement is fair, from a financial point of view, to such holders.

• The calculations set forth in the Final Merger Consideration Certificate of the (A) Per Share Series A Preferred Merger Consideration, (B) Per Share Series B Preferred Merger Consideration, (C) Per Share Series C Preferred Merger Consideration, (D) Per Share Common Merger Consideration and (E) the Option and Warrant Merger Consideration, and the amounts payable in accordance thereof, will be binding and will be used for all purposes of this Agreement.

• As a material inducement to the Company to consent to the Rollover Transaction, notwithstanding anything herein to the contrary, the parties each acknowledge and agree that effective as of the Effective Time, none of the Rollover Shares shall be converted into the right to receive the Per Share Common Merger Consideration or the Per Share Series A Merger Consideration that otherwise would have been payable with respect to such Rollover Shares pursuant to this Agreement.

• At and after the Effective Time, holders of shares of Company Capital Stock shall cease to have any rights as stockholders of the Company, except for the right to receive the Per Share Series A Merger Consideration, Per Share Series B Merger Consideration, Per Share Series C Merger Consideration and Per Share Common Merger Consideration applicable to such shares of Company Capital Stock, in each case in accordance with the terms and conditions of this Agreement.

More Definitions of Per Share Common Merger Consideration

Per Share Common Merger Consideration means that amount obtained by dividing (A) the Common Consideration, by (B) the Total Outstanding Common Shares.

Per Share Common Merger Consideration means the quotient obtained by dividing (x) the sum of the Merger Consideration plus the Aggregate Option Exercise Price, by (y) the Fully Diluted Common Stock Outstanding.

Per Share Common Merger Consideration means (i) a number of shares of Ready Capital Common Stock based on the Exchange Ratio, plus (ii) the Per Share Cash Consideration, in each case, subject to adjustment as provided in the Merger Agreement.

Per Share Common Merger Consideration means the sum of the (i) Per Share Common Closing Consideration plus (ii) the Per Share Common Milestone Consideration.

Per Share Common Merger Consideration means (A) if the Company Preferred Stock does not receive Merger Consideration on an as converted to Company Common Stock basis, the quotient obtained by dividing (i) the sum of the Merger Consideration as such may be adjusted as set forth herein, minus the Aggregate Series C Liquidation Preference, minus the Aggregate Series B Liquidation Preference, and minus the Aggregate Series A Liquidation Preference, by (ii) the Fully Diluted Shares Outstanding, minus the aggregate number of shares of Company Common Stock into which the Company Preferred Stock are convertible as of immediately prior to the Effective Time, or (B) if the Company Preferred Stock does receive Merger Consideration on an as converted to Company Common Stock basis, the quotient obtained by dividing (i) the Merger Consideration as such may be adjusted as set forth herein, by (ii) the Fully Diluted Shares Outstanding.

Per Share Common Merger Consideration means an amount, rounded to four decimal places, equal to (a) the Per Share Common Closing Consideration, (b) the right to receive the Per Share Shortfall Consideration (if any), as and when payable in accordance with the terms of this Agreement, (c) the right to receive the Per Share Working Capital Escrow Consideration (if any), as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, (d) the right to receive the Per Share Indemnity Escrow Consideration (if any), as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, (e) the right to receive the Per Share Consent Holdback Consideration (if any), as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, and (f) the right to receive the Per Share Earnout Consideration (if any), as and when payable in accordance with the terms of this Agreement. ​

Per Share Common Merger Consideration means an amount, rounded to four decimal places, equal to (a) the quotient obtained by dividing (i) the Estimated Merger Consideration minus the Adjustment Escrow Amount minus the Seller Representative Fund Amount, by (ii) the number of Fully Diluted Shares as of immediately prior to the Effective Time, plus (b) the right to receive the Per Share Positive Adjustment, if any, as and when payable in accordance with the terms of this Agreement, plus (c) the right to receive the Per Share Adjustment Escrow Fund Consideration, if any, as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, plus (d) the right to receive the Per Share Seller Representative Fund Consideration, if any, as and when payable in accordance with the terms of this Agreement, plus (e) the right to receive the Per Share Tax Refund Amounts, if any, as and when payable in accordance with the termsof this Agreement. The amount set forth in clause (a) of this paragraph is referred to herein as the "Per Share Common Closing Merger Consideration."