Per Share Consideration Amount definition

Per Share Consideration Amount means the quotient obtained by dividing (a) (i) the Estimated Cash Consideration, plus (ii) the aggregate option exercise price for all Company Options, plus (iii) the aggregate warrant exercise price for all Company Warrants, minus (iv) the Expense Amount by (b) the Total Fully Diluted Capitalization.
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Per Share Consideration Amount means an amount equal to (x) the Aggregate Merger Consideration Amount divided by (y) the aggregate number of shares of Company Common Stock outstanding at the Effective Time.
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Per Share Consideration Amount means a fraction, (a) the numerator of which is equal to (x)(i) the number of Transferred Shares multiplied by (ii) $6.10 minus(y) the outstanding balance of the JPI Note plus accrued interest thereon through and including the Closing Date in accordance with the terms thereof, and (b) the denominator of which is the total number of shares of New JPI Common Stock outstanding as of immediately prior to the effective time of the Merger.
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Examples of Per Share Consideration Amount in a sentence

  • As of the Effective Time, each Company Stockholder shall cease to have any other rights with respect to the capital stock of the Company, except the right to receive the Per Share Consideration Amount in accordance with and subject to the terms and conditions set forth in this Agreement.

  • Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Capital Stock that is issued and outstanding and owned of record by a Type 1 Shareholder immediately prior to the Effective Time shall, by virtue of the Merger and without the need for any further action on the part of the holder thereof, be converted into and represent the right to receive an amount of cash, without interest, equal to the Type 1 Shareholder Per Share Consideration Amount.

  • None of the Buyer Entities, the Company, the Surviving Corporation, the Seller Representative or the Paying Agent shall be liable to any Person in respect of any Aggregate Adjusted Per Share Consideration Amount and any other amounts payable under this Article III from the Payment Fund delivered to a public official pursuant to and in full compliance with any applicable abandoned property, escheat or similar applicable Law.


More Definitions of Per Share Consideration Amount

Per Share Consideration Amount means a fraction, (a) the numerator of which is equal to (x)(i) the number of Transferred Shares multiplied by (ii) $6.10 minus (y) the outstanding balance of the JPI Note plus accrued interest thereon through and including the Closing Date in accordance with the terms thereof, and (b) the denominator of which is the total number of shares of New JPI Common Stock outstanding as of immediately prior to the effective time of the Merger.
Sample 1
Per Share Consideration Amount means the quotient obtained by dividing (A) the Total Consideration, by (B) the aggregate number of shares of
Sample 1
Per Share Consideration Amount means, with respect to any Milestone Payment or Revenue Payment, as applicable, the amount equal to (i) (A) the Cumulative Contingent Payment Amount, minus (B) the Liquidation Preference Amount Remainder, minus (C) the Prior Share Payment Amount, divided by (ii) the Fully Diluted Amount.
Sample 1

Related to Per Share Consideration Amount

  • 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.

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

  • 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.

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

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

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

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

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

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

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

  • 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.

  • Base Consideration has the meaning set forth in Section 1.2.

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

  • 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.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • 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.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

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

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

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

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.