Per Share Merger Value definition

Per Share Merger Value means an amount equal to the quotient obtained by dividing (a) the Aggregate Payment Amount by (b) the Fully Diluted Share Number.
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Per Share Merger Value means an amount in cash equal to the quotient obtained by dividing (x) $363,133,441, subject to certain adjustments by (y) the fully diluted total shares of Envigo.
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Per Share Merger Value means an amount in cash equal to the quotient obtained by dividing (x) $283,686,737, subject to certain adjustments by (y) the fully diluted total shares of Envigo.
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Examples of Per Share Merger Value in a sentence

  • The Stock Consideration will be calculated as follows: • a number of newly issued shares of ENVG Class A common stock equal to the quotient obtained by dividing (x) the Per Share Merger Value by (y) $10.00; plus • a number of newly issued shares of ENVG common stock equal to the quotient obtained by dividing (x) 3,875,000 by (y) the fully diluted total shares of Envigo.

  • The Cash Consideration will be an amount in cash equal to: • the quotient obtained by dividing (x) $363,133,441 (subject to certain adjustments described in the Transaction Agreement) by (y) the fully diluted total shares of Envigo (the "Per Share Merger Value"); plus • the product of (x) $10.00 multiplied by (y) the quotient obtained by dividing (A) 3,875,000 by (B) the fully diluted total shares of Envigo (the "Cash Election Value").

  • The Cash Consideration will be an amount in cash equal to: • the quotient obtained by dividing (x) $283,686,737 (subject to certain adjustments described in the Transaction Agreement) by (y) the fully diluted total shares of Envigo (the "Per Share Merger Value"); plus • the product of (x) $10.00 multiplied by (y) the quotient obtained by dividing (A) 3,875,000 by (B) the fully diluted total shares of Envigo (the "Cash Election Value").

  • Each Company Option and Company SAR outstanding and unexercised immediately prior to the First Merger Effective Time with respect to which the applicable exercise price or base price per share of Company Common Stock underlying such Company Option or Company SAR equals or exceeds the Per Share Merger Value, shall be canceled and no longer be exercisable by the holder thereof (“ Excluded Options/SARs”).


More Definitions of Per Share Merger Value

Per Share Merger Value means the quotient resulting from dividing (x) the sum of $24,000,000 and the aggregate exercise price of all Warrants subject to the Warrant Cancellation by (y) the total number of shares of Company Common Stock outstanding at the Effective Date, including as shares of Company Common Stock deemed to be outstanding for purposes of calculating the Per-Share Merger Value, without duplication, all shares of Company Common Stock issuable upon the conversion, exercise or exchange of Warrants. If the total number of shares of Company Common Stock held by any stockholder or underlying any Warrant is not convertible into a whole number of shares of TCI Music Common Stock, such stockholder or holder of Warrants will have the right to receive cash in lieu of any fractional share of TCI Music Common Stock as provided in Section 3.5.
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Per Share Merger Value means the Pro Forma Value divided by the Pro Forma Shares.
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Related to Per Share Merger Value

  • 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).

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

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

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

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (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 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.

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

  • 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.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

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

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

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

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

  • 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.

  • 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.

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

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

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

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

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

  • Fully Diluted Shares means an amount equal to the sum of (a) the total number of shares of Common Stock outstanding immediately prior to the Effective Time, plus (b) the total number of shares of Common Stock that all In-the-Money Options outstanding immediately prior to the Effective Time are exercisable into at such time and without any withholding of shares to pay the exercise price or Taxes.

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Common Share means one share of the common stock of the Company.

  • Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.