Per Share Initial Consideration definition

Per Share Initial Consideration means an amount equal to (A) (I) the Closing Per Share Consideration, multiplied by (II) 0.6, less (B) the Per Share Initial Escrow Amount - Common Stock.
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Per Share Initial Consideration means an amount equal to (A) (I) the Closing Per Share Consideration, multiplied by (II) 0.6, less (B) the Per Share Initial Escrow Amount.
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Per Share Initial Consideration means an amount equal to the quotient obtained by dividing (i) the Net Initial Purchase Price plus the aggregate Exercise Price for all vested Options (or vested portions thereof) minus the Series A Liquidation Amount minus the Series A-1 Liquidation Amount, by (ii) the Fully Diluted Shares Outstanding.
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Examples of Per Share Initial Consideration in a sentence

  • Restricted Stock Units equal to the quotient obtained by dividing (i) the Per Share Initial Consideration by (ii) the Average Closing Price, then rounded down to the nearest whole number of Nice Ltd.

  • Restricted Stock”) equal to the quotient obtained by dividing (i) the Per Share Initial Consideration, less the Per Share Escrow Contribution by (ii) the Average Closing Price, then rounded down to the nearest whole number of shares of Nice Ltd.

  • The Per Share Initial Consideration is the Pro Forma Company Shares as of the Effective Time divided by the number of Company Shares outstanding as of the Effective Time.

  • In the event that Parent elects to pay any amount of any Accelerated Per Share Initial Consideration due hereunder or under the Carveout Plan in the form of shares of Parent Common Stock, then such shares of Parent Common Stock shall have been approved for listing on NASDAQ.

  • Phase 1 RI/FS sampling activities for OU3 occurred from November 9, 2011 to March 13, 2012, and Phase 2 activities were conducted from April 13, 2012 to May 3, 2012 (hereafter referred to as the 2012 field investigation).


More Definitions of Per Share Initial Consideration

Per Share Initial Consideration for any share of Company Common Stock means the portion of the Initial Consideration allocated to such share in accordance with the Allocation Principles and as set forth in the Allocation Certificate for the Initial Consideration.
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Per Share Initial Consideration means (i) (x) the Initial Consideration, minus (y) the Series D Liquidation Preference Amount, plus (z) the aggregate exercise price of all Company Options and Common Stock Warrants outstanding at the Effective Time, divided by
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Per Share Initial Consideration means an amount equal to the quotient obtained by dividing (i) the Initial Merger Consideration (as adjusted pursuant to Section 2.2) by (ii) the Fully Diluted Share Number.
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Per Share Initial Consideration means an amount equal to the greater of (x) zero and (y) (A) (I) the Merger Per Share Consideration, multiplied by (II) 0.6, less (B) the Accelerated Per Share Initial Consideration (excluding the amount of any such Accelerated Per Share Initial Consideration previously deducted from a payment otherwise required to be made pursuant to Section 1.8(a)(i)).
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Per Share Initial Consideration has the meaning set forth in Section 1.3(a)(i).
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Related to Per Share Initial Consideration

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

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

  • 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.

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • 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.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

  • 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.

  • 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.

  • 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).

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

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Additional Consideration has the meaning set forth in Section 3.2.

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

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

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

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

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));