Per Share Initial Merger Consideration definition

Per Share Initial Merger Consideration means the amount by which the Per Share Merger Consideration exceeds the sum of the Per Share Escrow Amount and the Per Share Stockholders’ Agent Reimbursement Escrow Amount.
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Per Share Initial Merger Consideration means (x)(i) the Aggregate Merger Consideration plus the Aggregate Option Exercise Price plus the Aggregate Warrant Exercise Price divided by (ii) the aggregate number of Common Stock Equivalents Outstanding, minus (y) the Per Share Escrow Deduction Amount.
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Per Share Initial Merger Consideration has the meaning given to it in Section 1.07(a).
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Examples of Per Share Initial Merger Consideration in a sentence

  • If the Per Share Initial Merger Consideration is to be paid to a person other than the person in whose name the surrendered Certificate or Certificates are registered, it will be a condition to receive the Per Share Initial Merger Consideration that the surrendered Certificate or Certificates shall be properly endorsed.

  • The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Outstanding Shares for the Per Share Initial Merger Consideration.

  • The sulphate reduction model is a variation of the reduced sulphur model.

  • For the avoidance of doubt, in the event that the exercise price of any such cancelled Option is equal to or greater than the Per Share Initial Merger Consideration with respect to the shares of Common Stock subject to the Option, the holder of such cancelled Option shall not be entitled to receive any payment under this Section 2.02(c).

  • If between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, reclassification, recapitalization, split, division, combination or exchange of shares, there will be a proportionate adjustment made to the Per Share Initial Merger Consideration, the Adjustment Escrow Amount and the Indemnification Escrow Amount to reflect such change.

  • Notwithstanding any provision of this Agreement to the contrary, each share of Company Common Stock held in the treasury of the Company and each share of Company Common Stock, if any, owned by Acquiror or any direct or indirect wholly owned subsidiary of Acquiror or of the Company immediately prior to the Effective Time shall be cancelled and cease to exist and shall not be converted into the right to receive the Per Share Initial Merger Consideration.

  • The Paying Agent shall, pursuant to irrevocable instructions from Acquiror, deliver the Per Share Initial Merger Consideration in exchange for certificates theretofore evidencing Company Common Stock surrendered to the Paying Agent pursuant to Section 4.2(c).

  • Following the Survival Period Termination Date, the Allocation Schedule shall be updated by the Representative to reflect any adjustments to the Per Share Initial Merger Consideration.

  • Prior to the Closing, Parent and the Company shall jointly designate a bank, trust or similar company (the “Paying Agent”), for the payment of the Per Share Initial Merger Consideration as provided in Section 3.1(b) and subsequent Price Adjustment Payments as provided in Section 3.1(f), Parent shall deposit, or cause to be deposited with the Paying Agent, immediately prior to the Effective Time, cash in an amount equal to the Exchange Fund.

  • The Closing Statement shall provide for a calculation of the Closing Net Working Capital of the Business as of the Time of Possession (the “Preliminary Closing Net Working Capital”), provided, however, that the payment of the obligations required by Section 3.1(e)(vii) shall not result in a credit or debit for either Buyer of Seller to the calculation of the Preliminary Closing Net Working Capital.


More Definitions of Per Share Initial Merger Consideration

Per Share Initial Merger Consideration means the portion of the Estimated Initial Merger Consideration payable at the Closing in respect of the applicable share of Company Capital Stock, in accordance with the liquidation waterfall set forth in the Company’s Amended and Restated Certificate of Incorporation, as in effect at the Closing, and as set forth on the Initial Payment Allocation Schedule.
Sample 1
Per Share Initial Merger Consideration means the sum of (A) the dollar amount obtained by dividing (x) the Preliminary Cash Consideration by (y) the Company Shares Outstanding, and (B) the number of shares of Parent Stock obtained by dividing (x) the Preliminary Stock Consideration by (y) the Company Shares Outstanding; (iii) “Holdback Merger Consideration”, shall mean the sum of (A) the Cash Holdback Merger Consideration, and (B) the Stock Holdback Merger Consideration; and (iv) “Per Share Holdback Consideration”, shall mean (A) the dollar amount obtained by dividing (x) the remaining Cash Holdback Merger Consideration by (y) the Company Shares Outstanding, and (B) the number of shares of Parent Stock obtained by dividing (x) the remaining Stock Holdback Merger Consideration by (y) the Company Shares Outstanding.
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Per Share Initial Merger Consideration means, with respect to a share of Company Preferred Stock, the Per Preferred Share Initial Merger Consideration, and (ii) with respect to a share of Company Common Stock, the Per Common Share Initial Merger Consideration.
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Per Share Initial Merger Consideration means the amount equal to the Initial Merger Consideration Calculation Amount divided by the Fully Diluted Number of Shares.
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Per Share Initial Merger Consideration means an amount equal to the quotient obtained by dividing (a) the Initial Merger Consideration by (b) the Fully Converted Shares of Company Capital Stock Outstanding.
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Per Share Initial Merger Consideration means (i) the Exchange Fund divided by (ii) the number of Participating Shares.
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Related to Per Share Initial Merger Consideration

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

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

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Base Merger Consideration means $1,200,000,000.

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • 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.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • 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 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.

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • 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.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

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

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

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

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.