Per Share Parent Stock Consideration definition

Per Share Parent Stock Consideration means the sum of (a) a fraction of a share of Parent Common Stock equal to the Exchange Ratio multiplied by the Stock Ratio, and (b) a fraction of a share of Parent Preferred Stock equal to (1) the difference of (A) the Exchange Ratio minus (B) the resulting product in clause (a) of this definition, divided by (2) the Conversion Ratio.
Sample 1
Per Share Parent Stock Consideration means the number of shares of Parent Common Stock obtained by dividing (x) the Aggregate Parent Stock Consideration by (y) the total number of Company Shares issued and outstanding immediately prior to the Effective Time.
Sample 1
Per Share Parent Stock Consideration means, solely with respect to a share of Company Capital Stock issued and outstanding as of immediately prior to the First Effective Time for which a Stock Election was made in accordance with Section 1.6(b)(i) and Section 1.8(d), a number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) a number of shares of Parent Common Stock equal to the quotient obtained by dividing (A) the Total Consideration Value by (B) the Parent Trading Price, by (y) the Total Outstanding Shares.
Sample 1

Examples of Per Share Parent Stock Consideration in a sentence

  • The number of shares of Parent Series H-1 Preferred Stock into which each Company Share owned by an Accredited Stockholder is converted shall be equal to the quotient obtained by dividing the Per Share Parent Stock Consideration by the Parent Stock Price.

  • No Per Share Cash Consideration or Per Share Parent Stock Consideration will be issued or paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and validly executed Exchange Documents pursuant hereto.

  • The Company and Parent acknowledge that, under the Nasdaq Stock Market Rules, the holders of the Per Share Parent Stock Consideration will not be entitled to vote on the Parent Stockholder Proposal.

  • Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, Dissenting Shares and Company Restricted Stock), shall be converted into the right to receive the Per Share Parent Stock Consideration and any portion of the Contingent Consideration that may be payable in respect of such share of Company Common Stock, each at the respective times and subject to the contingencies specified in Section 2.08.

  • Notwithstanding anything contained herein and for the avoidance of doubt, the Parties hereto acknowledge and agree that the aggregate Per Share Cash Consideration paid by Parent under this Agreement, and the aggregate Per Share Parent Stock Consideration issued by Parent under this Agreement, shall collectively, in no event, exceed an aggregate value equal to the Total Consideration Value (with Parent Common Stock having a value per share equal to the Parent Trading Price).

  • Each Company Stock Certificate so surrendered outstanding after the First Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Per Share Cash Consideration (with respect to shares for which the Cash Election has been made) or the Per Share Parent Stock Consideration (with respect to shares for which the Stock Election has been made) issuable or payable in exchange for the Company Capital Stock represented by such Company Stock Certificate.


More Definitions of Per Share Parent Stock Consideration

Per Share Parent Stock Consideration means that number of shares of Parent Common Stock equal to (x) 6,252,400, divided by (y) the number of fully diluted Company Shares outstanding immediately prior to the Effective Time.
Sample 1
Per Share Parent Stock Consideration means the quotient obtained by dividing (a) the Closing Stock Consideration by (b) the aggregate number of Company Shares held by Accredited Stockholders as of immediately prior to the Effective Time.
Sample 1

Related to Per Share Parent Stock Consideration

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

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

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

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

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

  • 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.

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

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

  • 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.

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

  • Per Share Amount has the meaning set forth in Section 2.2.1 hereof.

  • 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).

  • 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.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • 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. 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.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Parent Stock means the common stock, par value $0.01 per share, of Parent.

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

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)

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

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Common Shares means the common shares in the capital of the Corporation;

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

  • 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.