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. 1.5(a) “Pre-Closing Period” 4.1 “Proxies” Recital E “Proxy Statement” 5.1(a) “Qualifying Offer” 6.6(a) “Release” 2.18(f) “Relinquishment Agreements” Recital E “Required Stockholder Vote” 2.24 “Resignation Letter” Recital E “Settlement Agreement” Recital E “Special Committee” Recital D “Specified Definitive Acquisition Agreement” 8.1(h) “Specified Individuals” Recital A “State Court Action” Recital B “Surviving Corporation” 1.1 “Tolling Agreements” Recital E “U.S. GAAP” 2.4(c) “Voting Agreements” Recital E “WARN Act” 2.17(y) EXHIBITS Exhibit A — Certain Definitions Exhibit B — Form of Certificate of Incorporation of Surviving Corporation Exhibit C — Form of Legal Opinion Exhibit D — Release of Claims
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Examples of Per Share Merger Price in a sentence

  • Until surrendered for exchange in accordance with the provisions of Section 3.3, each certificate theretofore representing shares of Cornerstone Common Stock (other than certificates representing Excluded Shares and Dissenter 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.

  • The Bill seeks to propose that a bed tax at the rate of 5% of the invoice or bill excluding sales tax and other applicable taxes shall be levied and collected in prescribed manner from all the hotels, having at least 25 lodging units.

  • 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.

  • 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”).

  • 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.

  • 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.

  • 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.

  • These are the two elements described by Ball (1994, 1995) and stressed by Goodfriend and King (2005) in their analysis of Volcker disinflation.

  • 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.

  • 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.


More Definitions of Per Share Merger Price

Per Share Merger Price shall have the meaning given in Section 1.5(a) hereof.
Sample 1
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 the sum of the Cash Per Share Merger Price, Stock Per Share Merger Price and the Escrow Per Share Merger Price.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Per Share Merger Price

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

  • 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 an amount equal to $1,855,000,000.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • 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 volume weighted average price per share of the Parent Common Stock on the NYSE for the ten consecutive trading days ending on the complete trading day immediately prior to the Closing Date.

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • 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. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • 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 approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

  • 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.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.