Per Share Escrow Consideration definition

Per Share Escrow Consideration means an amount of cash equal to the quotient obtained by dividing (A) the Escrow Amount by (B) the Total Outstanding Shares (excluding the aggregate number of shares of Company Common Stock issuable upon the exercise of Company Options outstanding as of immediately prior to the First Merger Effective Time).

Per Share Escrow Consideration means an amount equal to the quotient obtained by dividing (i) the Escrow Consideration by (ii) the Fully Diluted Common Shares Outstanding.

Per Share Escrow Consideration means, with respect to each distribution of Escrow Consideration, the quotient of the amount of such Escrow Consideration divided by the sum of (i) that number of Holdings Common Shares issued and outstanding immediately prior to the Effective Time, (ii) the number of Holdings Common Shares issuable upon conversion of the issued and outstanding Holdings Series A Preferred Shares immediately prior to the Effective Time and (iii) that number of Holdings Common Shares that are subject to issuance upon the exercise of Options vested (or that automatically vest in connection with the Merger) immediately prior to the Effective Time.

Examples of Per Share Escrow Consideration in a sentence

• No shares of Parent Common Stock held in the Escrow Fund or any beneficial interest therein may be pledged, sold, assigned or transferred, including by operation of Law, by any Target Holder or be taken or reached by any legal or equitable process in satisfaction of any debt or other liability of any such Target Holder, prior to the delivery to such Target Holder of such Target Holder’s Per Share Escrow Consideration by the Escrow Agent as provided herein.

• Except for dividends paid in stock declared with respect to the shares of Parent Common Stock held in the Escrow Fund, which shall be treated as part of the Escrow Fund, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the shares of Parent Common Stock held in the Escrow Fund will be delivered to the Target Holders based on their aggregate Per Share Escrow Consideration.

• The Junior Preferred Per Share Escrow Consideration and the Series C Per Share Escrow Consideration are herein together referred to as the “Per Share Escrow Consideration”.

• Each Target Holder shall be entitled to receive the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, whichever is applicable, with respect to each share of Target Preferred Stock exchanged pursuant to the terms of Section 1.7(b).

• After the initial release of the Per Share Escrow Consideration, the Per Share Escrow Consideration shall be recalculated each time a portion of the Escrow Fund is released to the Target Holders taking into consideration all shares released to Parent for indemnification pursuant to this ARTICLE VII, all amounts to be continued to be held in the Escrow Fund and all amounts previously paid to the Target Holders.

More Definitions of Per Share Escrow Consideration

Per Share Escrow Consideration means, with respect to any Escrow Release Amount, an amount equal to the quotient of (a) the sum of (i) the excess, if any, of (A) such Escrow Release Amount over (B) the (1) then-remaining Unpaid Liquidation Preference, if any, and (2) aggregate amount of any Post-Closing Payment Expenses payable in connection with such Escrow Release Amount, if any, and (ii) the applicable Post-Closing Payment Aggregate Exercise Amount, if any, divided by (b) the applicable Post-Closing Fully Diluted Share Number; provided, however, that if the amount referenced in (a)(i)

Per Share Escrow Consideration means the quotient obtained by dividing (i) the Escrow Funds less any amounts distributed therefrom pursuant to the terms of this Agreement and the Escrow Agreement (without duplication), by (ii) the Fully Diluted Shares Outstanding.

Per Share Escrow Consideration means, with respect to any Escrow Release Amount, an amount equal to the quotient of (a) the sum of (i) the excess, if any, of (A) such Escrow Release Amount over (B) the (1) then-remaining Unpaid Liquidation Preference, if any, and (2) aggregate amount of any Post-Closing Payment Expenses payable in connection with such Escrow Release Amount, if any, and (ii) the applicable Post-Closing Payment Aggregate Exercise Amount, if any, divided by (b) the applicable Post-Closing Fully Diluted Share Number; provided, however, that if the amount referenced in (a)(i)(A) is less than or equal to the amount referenced in (a)(i)(B), then the “Per Share Escrow Consideration” shall be zero.

Per Share Escrow Consideration means the value equal to the quotient of (a) any portion of the Escrowed Stock and Escrowed Cash released to the Equityholders pursuant to Article 8, divided by (b) the Participating Escrow Share Number.

Per Share Escrow Consideration means the number of shares of Parent Common Stock equal to the quotient obtained by dividing (a) 2,250,000 by (b) the number of shares of Company Common Stock held by Former Company Stockholders immediately prior to the Effective Time.

Per Share Escrow Consideration means an amount equal to the quotient obtained by dividing (a) the Escrow Amount by (b) the total number of shares (including Dissenting Shares, if any) of Company Capital Stock issued and outstanding immediately prior to the Effective Time, assuming the conversion of all outstanding shares of Preferred Stock into Common Stock prior to the Effective Time.

Per Share Escrow Consideration means that number of shares of Parent Common Stock equal to the quotient of (a) the Aggregate Escrow Shares divided by (b) the Aggregate Share Number.