Per Share Payment definition

Per Share Payment means, with respect to each Share, an amount equal to the quotient of (a) the sum of (i) the Estimated Purchase Price plus (ii) the Aggregate Option Exercise Price minus (iii) the Escrow Amount divided by (b) the number of Shares outstanding as of immediately prior to the Closing (including the aggregate number of Shares that all in-the-money Company Options are exercisable into as of immediately prior to the Closing).

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Per Share Payment has the meaning set forth in Section 2.1.

Per Share Payment means the quotient obtained by dividing the Aggregate Merger Consideration by the sum of (A) the number of shares of Company Common Stock outstanding immediately prior to the Closing that are held by all stockholders of the Company, and (B) the number of shares of Company Common Stock (including the Teknekron Shares) subject to Company Options bought out by Parent under Section 1.3(b). To determine the amount of consideration payable to a particular stockholder or option holder under this Section 1.3, the Per Share Payment shall be multiplied by the number of shares of Company Common Stock held by such stockholder or subject to an unexercised Company Option, as the case may be, and in the case of Company Common Stock that has been purchased by such stockholder with a Promissory Note, reduced by the amount the Parent pays down the outstanding balance of such Promissory Note under Section 1.3(a)(iii) on behalf of such stockholder and in the case of unexercised Company Option reduced by the aggregate exercise price payable with respect to such Company Option and then rounded to the nearest whole cent.

Examples of Per Share Payment in a sentence

Upon payment by the Company to the Rights Agent of the ▇▇▇▇▇ Net Litigation Proceeds for further distribution by the Rights Agent to the Holders, Parent and the Company shall thereafter have no further obligations with respect to such CVRs and the payment of the ▇▇▇▇▇ CVR Per Share Payment Amount.
Each Holder shall be entitled to receive an aggregate amount in cash equal to (i) the number of CVRs held by them as reflected in the CVR Register multiplied by (ii) the ▇▇▇▇▇ CVR Per Share Payment Amount applicable to such Holder, which amount will be paid to such Holder, without interest and net of any appliable withholding, by the Rights Agent by check mailed to the address of each Holder as reflected on the CVR Register as of the close of business on the last Business Day prior to the CVR Payment Date.
Parent shall then promptly establish the CVR Payment Date with respect to the payment of the ▇▇▇▇▇ CVR Per Share Payment Amount due to the Holders (the aggregate amount of such payments, the “Aggregate ▇▇▇▇▇ Payment Amount”) other than the Holders of Waived Shares, that is within 15 Business Days following the date of delivery of the CVR Notice and shall deliver the Aggregate ▇▇▇▇▇ Payment Amount to the Rights Agent on the Business Day immediately preceding the CVR Payment Date.
The Holders shall receive a CVR for each share of Common Stock, other than a Waived Share, held by them immediately prior to the Effective Time, and each such CVR shall represent the right of the Holder thereof to receive, in respect of each CVR held by such Holder, the ▇▇▇▇▇ CVR Per Share Payment Amount (if any) if and when payable pursuant to this Agreement.
Each holder of shares of Common stock as of the Effective Time, other than Excluded Shares and Dissenting Shares, shall receive a CVR for each share of Common Stock held by them as of the Effective Time, and each such CVR shall represent the right of the Holder thereof to receive, in respect of each CVR held by such Holder, the applicable ▇▇▇▇▇ CVR Per Share Payment Amount (if any) if and when payable pursuant to this Agreement.
Each Holder shall be entitled to receive an aggregate amount in cash equal to (i) the number of CVRs held by them as reflected in the CVR Register times (ii) the ▇▇▇▇▇ CVR Per Share Payment Amount, which amount will be paid to such Holder, without interest and net of any appliable withholding, by the Rights Agent by check mailed to the address of each Holder as reflected on the CVR Register as of the close of business on the last Business Day prior to the CVR Payment Date.
Parent shall then promptly establish the CVR Payment Date with respect to the payment of the ▇▇▇▇▇ CVR Per Share Payment Amount to the Holders that is within 15 Business Days following the date of delivery of the CVR Notice and shall deliver the ▇▇▇▇▇ Net Litigation Proceeds to the Rights Agent on the Business Day immediately preceding the CVR Payment Date.
Two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the Cash on Hand (the “Estimated Cash on Hand”), each calculated in good faith and prepared in accordance with the applicable calculation described in Exhibit 1.1, and a revised copy of the Per Share Payment Schedule.
The Articles of Merger shall specify the dollar amount of the Initial Per Share Payment.
Until surrendered or transferred as contemplated by this Section 2.2, each Certificate and Uncertificated Share (other than Certificates or Uncertificated Shares representing Excluded Shares or Dissenting Shares) shall represent at all times after the Effective Time solely the right to receive, upon such surrender or transfer, in accordance with the terms hereof, the aggregate Per Share Payment Amount in respect of the Company Common Stock represented thereby.

More Definitions of Per Share Payment

Per Share Payment means, with respect to any share of Company Capital Stock, the amount that would be distributed in respect of such share pursuant to Article FOURTH, Section B.2 of the Amended and Restated Certificate of Incorporation upon the consummation of a Deemed Liquidation Event (as defined in the Amended and Restated Certificate of Incorporation) that gives rise to an aggregate distribution amount equal to the Aggregate Closing Consideration Value, with such amount calculated as of immediately prior to the Effective Time and prior to giving effect to any cancellation of Rollover Shares. For the avoidance of doubt, (i) the Per Share Payment payable with respect to a share of each class or series of Company Capital Stock will be properly set forth on the Closing Consideration Schedule (including with respect to each Stockholder’s contingent right to disbursements from the Indemnity Escrow Account and of the Representative Expense Fund) and (ii) all shares of Company Common Stock subject to Company Warrants or In-the-Money Options or deemed to be subject to an Option Award Promise outstanding as of immediately prior to the Effective Time and the transactions contemplated by the Contribution and Exchange Agreement will be considered as outstanding for purposes of calculating the Per Share Payment.