Per Share Merger Consideration definition
Examples of Per Share Merger Consideration in a sentence
In making payments of aggregate amounts of Per Share Merger Consideration to each record holder of Affinity Common Stock, fractions of one cent shall be rounded to the nearest whole cent.
The term “Aggregate Merger Consideration” shall mean the Per Share Merger Consideration multiplied by the number of shares of Affinity Common Stock issued and outstanding at the Effective Time.
Nothing herein shall prevent any holder from exercising, before the third Business Day prior to the Effective Time, any Affinity Stock Option that is exercisable according to its terms and any Affinity Common Stock issued upon such exercise shall be converted at the Effective Time into the right to receive the Per Share Merger Consideration.
Affinity’s Board of Directors has received an opinion (which, if initially rendered orally, has been or will be confirmed by a written opinion, dated the same date) from Performance Trust to the effect that, as of the date thereof, and based upon and subject to the factors, assumptions and limitations set forth therein, the Per Share Merger Consideration is fair, from a financial point of view, to the holders of Affinity Common Stock.
If the Affinity Pre-Closing Balance Sheet reflects that the Affinity Adjusted Stockholders’ Equity is less than the Minimum Affinity Adjusted Stockholders’ Equity, then the Per Share Merger Consideration shall be reduced by an amount equal to the Equity Shortfall Amount divided by the Share Equivalents Outstanding.