Per Share Expense Fund Amount means an amount of cash equal to (a) the Expense Fund divided by (b) the Company Indemnitor Share Number.
Per Share Expense Fund Amount shall be the Expense Fund divided by the number of Fully Diluted Shares.
Per Share Expense Fund Amount means an amount in cash equal to (i) the Expense Fund Amount divided by (ii) the aggregate number of shares of Company Capital Stock held by all Contributing Securityholders immediately prior to the First Effective Time (in their capacities as such).
Examples of Per Share Expense Fund Amount in a sentence
The outstanding and unexercised portion of each such Company Option shall become an option to acquire (A) a number of shares of Parent Common Stock and such option shall (subject to applicable vesting pursuant to the terms of such option) have an exercise price per share, in each case, as set forth on the Allocation Schedule minus (B) the Per Share Expense Fund Amount.
At the First Effective Time, each Share, other than (i) Shares held in the Company’s treasury and (ii) Appraisal Shares, shall, by virtue of the First Merger and without any action on the part of Acquisition Subs, the Company or the holder thereof, be canceled, extinguished and converted into the right to receive an amount in cash equal to the sum of (A) the Per Share Cash Amount, (B) the Per Share Stock Amount, (C) the Per Share Indemnity Distribution Amount, and (D) the Per Share Expense Fund Amount.
More Definitions of Per Share Expense Fund Amount
Per Share Expense Fund Amount means (a) the quotient of (i) the Expense Fund Amount, divided by (ii) the aggregate number of shares of Company Common Stock held by Company Indemnitors outstanding as of immediately prior to the First Effective Time.
Per Share Expense Fund Amount means the quotient obtained from (a) the Expense Fund Amount, divided by (b) the Total Outstanding Securities; provided, however that the for the purposes of this definition the Total Outstanding Securities shall exclude the Company Shares issuable pursuant to the Cashed-Out Minor ISOs and the Company Shares issued pursuant to the Exercised Minor EMI Options. “Per Share Stock Consideration Amount” means a number of shares of Buyer Common Stock equal to (x) twelve million five hundred thousand (12,500,000), divided by (y) the Total Outstanding Securities; provided, however that the for the purposes of this definition the Total Outstanding Securities shall exclude the Company Shares issuable pursuant to the Cashed-Out Minor ISOs and the Company Shares issued pursuant to the Exercised Minor EMI Options. “Per Share Stock Consideration Cash Out Amount” means an amount in cash equal to (x) the Aggregate Stock Consideration Value, divided by (y) the Total Outstanding Securities. “Per Share Stock Consideration Equivalent Payment” means an amount in cash equal to (x) the Aggregate Stock Consideration Value, divided by (y) the Total Outstanding Securities; provided, however that the for the purposes of this definition the Total Outstanding Securities shall exclude the Company Shares issuable pursuant to the Cashed-Out Minor ISOs and the Company Shares issued pursuant to the Exercised Minor EMI Options. “Permitted Liens” means (a) statutory liens for Taxes (i) not yet due and payable or (ii) being contested in good faith by any appropriate proceedings for which adequate reserves have been established on the Company’s balance sheet in accordance with GAAP, (b) statutory liens to secure obligations to landlords, lessors or renters under leases or rental agreements, (c) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by applicable Law, (d) statutory liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims for labor, materials or supplies and other like liens, (e) liens in favor of customs and revenue authorities arising as a matter of applicable Law to secure payments of customs duties in connection with the importation of goods and (f) with respect to Intellectual Property, (i) restrictions associated with third party rights and licenses and (ii) non-exclusive rights granted under Intellectual Property by the Company or any Subsidiary of the Com...
Per Share Expense Fund Amount means, with respect to each equity security held by a Non-Dissenting Equityholder, an amount determined by multiplying: (A) the Expense Fund Amount; by (B) the Pro Rata Share with respect to such equity security.
Per Share Expense Fund Amount has the meaning assigned to such term in Section 1.5(b)(xvii) of the Agreement.
Per Share Expense Fund Amount means, with respect to the Equityholders’ Expense Funds, an amount equal to the amount of the Equityholders’ Representative Expense Funds, divided by the amount of Total Outstanding Shares.
Per Share Expense Fund Amount means an aggregate value equal to the product of (a) the Expense Fund released to the Stockholders pursuant to Section 10.16(c), if any, divided by (b) the Fully Diluted Shares.
Per Share Expense Fund Amount means, in respect of each share of Company Stock, an amount of cash equal to the quotient obtained by dividing (A) the Expense Fund Amount by (B) the difference between the Fully-Diluted Company Stock and the shares of Company Stock owned by Unaccredited Investors (calculated on an as converted to Company Common Stock basis). “Per Share Holdback Stock” means, in respect of each share of Company Stock held by an Accredited Investor, a number of shares of Acquiror Stock equal to the quotient obtained by dividing (A) the Holdback Shares by (B) the aggregate number of outstanding shares of Company Stock held by Accredited Investors as of immediately prior to the Closing (calculated on an as converted to Company Common Stock basis). “Per Share Holdback Cash” means, in respect of each share of Company Stock underlying a vested Company Option, the quotient obtained by dividing (A) the Holdback Cash by (B) the aggregate number of shares of Company Stock, calculated on an as converted to Company Common Stock basis, that are issuable upon full exercise, exchange or conversion of all vested Company Options. “Per Share Stock Consideration” means, in respect of each share of Company Stock held by an Accredited Investor, a number of shares of Acquiror Stock equal to the quotient obtained by dividing (A) the Aggregate Share Consideration by (B) the aggregate number of outstanding shares of Company Stock held by Accredited Investors as of immediately prior to the Closing (calculated on an as converted to Company Common Stock basis). “Permitted Encumbrances” means (a) statutory liens for current Taxes not yet due and payable and (b) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like Encumbrances arising or incurred in the ordinary course of business or by operation of law if the underlying obligations are not yet due and payable.