Per Share Merger Price definition

Per Share Merger Price has the meaning ascribed to it in Section 1.3(b).
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Per Share Merger Price shall have the meaning as set forth in Section 3.1(a) of the Agreement.
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Per Share Merger Price means the sum of the Cash Per Share Merger Price, Stock Per Share Merger Price and the Escrow Per Share Merger Price.
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Examples of Per Share Merger Price in a sentence

  • For the avoidance of doubt, if any Party’s Rollover Securities include Company Restricted Shares, the deemed value of such Company Restricted Shares shall be equal to the product of (1) the number of Ordinary Shares underlying such Company Restricted Shares, multiplied by (2) the Per Share Merger Price.

  • Per Share Merger Price" shall mean an amount equal to: (a) the Merger Price; divided by (b) the sum of (i) the total number of shares of Common Stock outstanding as of the Effective Time of Merger, and (ii) the total number of shares of Common Stock covered by Warrants outstanding as of the Effective Time of Merger.

  • Purchaser shall pay all charges and expenses, including those of the Paying Agent and the CVR Rights Agent, in connection with the exchange of shares of Company Common Stock for the Per Share Merger Price.

  • Parent shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the Per Share Merger Price as provided in Sections 3.1 and 3.2. Former holders of Cornerstone Common Stock will be responsible for all charges and expenses associated with replacing any lost, mutilated, stolen, or destroyed certificates, including any indemnity bond expenses, as described in Section 3.3(c).

  • Certificates and Book-Entry Shares previously representing shares of Company Common Stock (other than any shares to be canceled in accordance with Section 5.1(c)(ii) above) shall be exchanged for the Per Share Merger Price payable for the shares previously represented thereby, without interest, upon the surrender of such Certificates or Book-Entry Shares in accordance with the provisions of Section 5.2.

  • At or prior to the Effective Time, Parent shall, or shall cause Purchaser to, deposit with the Paying Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article 5, cash in U.S. dollars in an amount sufficient to pay the aggregate amount of the Cash Portion of the Per Share Merger Price payable to the holders of all outstanding shares of Company Common Stock (such cash being hereinafter referred to as the “Exchange Fund”).

  • Until surrendered for exchange in accordance with the provisions of Section 3.3, each certificate theretofore representing shares of BFTL Common Stock (other than certificates representing Excluded Shares), shall from and after the Effective Time represent for all purposes only the right to receive the Per Share Merger Price, without interest, as provided in Article 3.

  • From and after the Effective Time, any Certificates presented to the Paying Agent or the Surviving Corporation for transfer or any other reason shall be cancelled and each share represented thereby shall be exchanged for the Per Share Merger Price as provided in, and in accordance with, this Article 5.

  • Until surrendered as contemplated by this Section 5.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive for each share of Company Common Stock upon such surrender the Per Share Merger Price to which such share is entitled or the right to demand appraisal of Dissenting Shares pursuant to the DGCL.

  • The aggregate Per Share Merger Price paid in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to the applicable shares of Company Common Stock and any and all rights to receive dividends or distributions with respect to the Company Common Stock declared from and after the Closing Date shall terminate.


More Definitions of Per Share Merger Price

Per Share Merger Price means the quotient of (a) the Merger Consideration; divided by (b) the total number of Shares outstanding immediately prior to the Effective Time.
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Per Share Merger Price shall have the meaning given in Section 1.5(a) hereof.
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Per Share Merger Price means a price per Share equal to the ---------------------- product determined by multiplying (i) the Company's Adjusted Per Share Book Value by (ii) a factor of 1.6, which price is estimated to be $14.00 per -- share.
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Per Share Merger Price means the quotient of (a) $79,466,556 in cash; divided by (b) the total number of Shares outstanding.
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Per Share Merger Price means an amount equal to: (a) the Merger Price; divided by (b) the sum of (i) the total number of shares of Common Stock outstanding as of the Effective Time of Merger, and (ii) the total number of shares of Common Stock covered by Warrants outstanding as of the Effective Time of Merger.
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Related to Per Share Merger Price

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

  • 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.

  • 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.

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

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

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

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

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

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

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the 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 five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and

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

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

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

  • 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.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

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

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

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Per Share Price shall have the meaning set forth in Section 2.1.

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

  • Parent Shareholder Approval means the affirmative vote of the holders of a majority of the votes cast by holders of outstanding shares of Parent Stock on the proposal to approve the issuance of Parent Stock as provided in this Agreement at the Parent Special Meeting.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.