Per Share Mixed Consideration definition

Per Share Mixed Consideration means (a) the Common Per Share Cash Amount and (b) the Common Per Share Stock Issuance Amount.
Sample 1Sample 2Sample 3
Per Share Mixed Consideration means the combination of (i) the Cash Amount Per Share and (ii) 0.17043 shares of Parent Common Stock.
Sample 1Sample 2
Per Share Mixed Consideration has the meaning given to in Section 2.3.
Sample 1Sample 2

Examples of Per Share Mixed Consideration in a sentence

  • For the purposes of this Agreement, “No Election Share” means each share of Company Common Stock for which no election to receive Per Share Mixed Consideration, Per Share Cash Election Consideration or Per Share Stock Consideration has been properly made in accordance with the terms of this Section 2.2 or for which such election has been properly revoked in accordance with the terms of this Section 2.2.

  • The "Cash Election Amount" shall be equal to the Per Share Cash Consideration multiplied by the total number of Cash Election Shares plus the amount of the Per Share Mixed Consideration consisting of cash multiplied by the total number of Mixed Election Shares (the "Mixed Cash Consideration Election Amount").

  • The Form of Election shall be mailed with the Prospectus/Proxy Statement (as defined in Section 2.12) to the record holders of Company Shares, as of the record date for the Company General Meeting (as defined in Section 5.3(a)), which Form of Election shall be used by each record holder of Company Shares who wishes to elect to receive the Per Share Cash Consideration or the Per Share Mixed Consideration for each of the Company Shares held by such holder.

  • All such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each stock certificate previously evidencing Shares ("Stock Certificates") immediately prior to the Effective Time shall thereafter represent the right to receive the Per Share Stock Amount, the Per Share Cash Amount, the Per Share Mixed Consideration or a combination of cash and Parent Common Stock, each in accordance with this Article II.

  • Notwithstanding anything to the contrary in this Agreement, each Mixed Election Share and each Non-Election Share shall be, as of the Effective Time, converted into the right to receive the Per Share Mixed Consideration.

  • Each Mixed Consideration Election Share and each Non-Election Share shall be converted into the right to receive the Per Share Mixed Consideration.

  • The "Stock Election Amount" shall be equal to the Per Share Stock Consideration multiplied by the total number of Stock Election Shares plus the amount of the Per Share Mixed Consideration consisting of the Buyer's Stock multiplied by the total number of Mixed Election Shares (the "Mixed Stock Consideration Election Amount").

  • Parent has, or will have at the Closing, sufficient cash or cash-equivalent funds to pay the aggregate amount of Per Share Cash Consideration and the aggregate amount of cash included in the aggregate Per Share Mixed Consideration payable to the holders of Company Shares hereunder.

  • The "Stock Election Amount" shall be equal to (x) the Per Share Stock Consideration multiplied by the total number of Stock Election Shares (the "All Stock Consideration Election Amount") plus (y) the amount of the Per Share Mixed Consideration consisting of the Parent's Stock multiplied by the total number of Mixed Election Shares (the "Mixed Stock Consideration Election Amount").

  • Such date of mailing shall be referred to hereinafter as the "Mailing Date." Each Election Form shall permit a holder (or the beneficial owner through appropriate and customary documentation and instruction) of Company Shares to elect to receive the Per Share Mixed Consideration, the Per Share Stock Consideration or the Per Share Cash Consideration with respect to all or any of such holder's (or beneficial owner's) Company Shares.


More Definitions of Per Share Mixed Consideration

Per Share Mixed Consideration has the meaning given to it in Section 2.3(a). -------------- "Per Share Stock Consideration" has the meaning given to in Section 2.3(a). -------------- "Real Property" means all of the land, buildings, premises, or other real property in which a Person has ownership or possessory rights, whether by title, lease or otherwise (including banking facilities and any foreclosed properties). Notwithstanding the foregoing, "Real Property", as used with respect to any Person, does not include any Loan Collateral not yet foreclosed and conveyed to the Person as of the date with respect to which the term "Real Property" is being used.
Sample 1Sample 2
Per Share Mixed Consideration means (a) an amount equal in cash equal to (i) the Common Per Share Amount minus (ii) the product of (A) the Common Per Share Stock Amount multiplied by (B) the Parent Stock Value and (b) the Common Per Share Stock Amount; provided that such amount shall be adjusted to give effect to the Series D/E Payment in accordance with the Shareholders Agreement.
Sample 1Sample 2
Per Share Mixed Consideration has the meaning given to it in Section 2.3.
Sample 1
Per Share Mixed Consideration means (i) cash in an amount equal to $68.50 and (ii) a number of Public Parent Shares (which may not need be a whole number) equal to the Per Share Public Parent Stock Amount.
Sample 1
Per Share Mixed Consideration has the meaning assigned thereto in Section 2.3(a)(iii) of this Agreement.
Sample 1

Related to Per Share Mixed Consideration

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

  • 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.

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

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

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

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

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • 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.

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Cash Consideration has the meaning set forth in Section 2.2.

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

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • 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.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • 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)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • 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 Amount has the meaning set forth in Section 3.01(c).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.