Per Share Portion definition

Per Share Portion means a fraction, the numerator of which is one (1), and the denominator of which is the sum of (i) the total number of shares of Company Stock issued and outstanding immediately prior to the Effective Time (other than Company Stock held by the Company as treasury stock or held by the Merger Sub), plus (ii) the number of shares of Company Stock issuable upon exercise of all In The Money Options.

Per Share Portion means, as of the time of determination, a fraction, the numerator of which is one, and the denominator of which is the Share Number.

Per Share Portion means a fraction, the numerator of which is one, and the denominator of which is the number of shares of Class B Common Stock and Class C Common Stock issued and outstanding immediately prior to the Effective Time (for clarity, excluding shares of Redeemed Class B Common Stock to be canceled pursuant to Section 2.07(d)).

Examples of Per Share Portion in a sentence

• For any Options for which the Option Exercise Price of such Option is greater than or equal to the Per Share Portion of the Closing Consideration and Escrow Amount to be distributed to Stockholders and Optionholders pursuant to the terms of the Escrow Agreement allocable to such Option, such Option shall be terminated for no consideration.

• Notwithstanding the foregoing, Seller shall cause each Vested Business Employee Option that is outstanding immediately prior to the Closing and has an exercise price per Seller Share that is equal to or greater than the Vested Per Share Portion of the Distributable Closing Date Consideration will be cancelled and terminated immediately prior to the Closing without consideration therefor.

• The Per Share Portion of the Common Merger Consideration shall be subject to adjustment to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into any Company Common Stock), reorganization, recapitalization, reclassification or other like change with respect to any Company Common Stock occurring on or after the date hereof and prior to the Effective Time.

• Subject to compliance with Section 3.3(b), the Surviving Corporation shall pay to each Stockholder in respect of each share of Common Stock held by such Stockholder, on the Closing Date, the Per Share Portion of the Estimated Merger Consideration.

• No holder of a Common Option that has an exercise price per share that is equal to or greater than the Per Share Portion of the Estimated Merger Consideration shall be entitled to any payment with respect to such Common Option before or after the Effective Time and all such Common Options shall be cancelled for no consideration.

More Definitions of Per Share Portion

Per Share Portion means a fraction, the numerator of which is one, and the denominator of which is the Company Fully Diluted Share Number, including any Dissenting Shares.

Per Share Portion means a fraction, the numerator of which is one, and the denominator of which is the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including any shares of restricted Company Common Stock which vest by virtue of the Merger but not including any Company Common Stock held by the Company as treasury stock or held by Merger Sub), plus (B) the number of shares of Company Common Stock attributable to the deemed conversion of all of the issued and outstanding shares of the Preferred Stock, plus (C) the number of shares of Company Common Stock issuable upon exercise of all Options (not including Options which are cancelled for no consideration pursuant to Section 2.4);

Per Share Portion means a fraction (i) the numerator of which is one, and (ii) the denominator of which is the Outstanding

Per Share Portion means a fraction, the numerator of which is one, and the denominator of which is the sum of (i) the Closing Date Stock Amount, plus (ii) the number of shares of Class A Common issuable upon exercise of the Participating Options with an exercise price equal to or less than $6.55 per share.

Per Share Portion means, as of the time of determination, a fraction (i) the numerator of which is one, and (ii) the denominator of which is equal to, without duplication, the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately

Per Share Portion means, as of the time of determination, a fraction (i) the numerator of which is one, and (ii) the denominator of which is equal to, without duplication, the sum of (A) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Company Common Stock held by the Company as treasury stock), plus (B) the number of shares of Company Common Stock issuable upon the exercise of all Company Options outstanding and exercisable immediately prior to the Effective Time (after giving effect to the vesting provided for in Section 3.1(b), excluding Company Options cancelled for no Company Option Merger Consideration in accordance with Section 3.1(b)), plus (C) the number of shares of Company Common Stock issuable upon the settlement of all Company RSUs outstanding immediately prior to the Effective Time (after giving effect to the vesting provided for in Section 3.1(c), excluding Company RSUs cancelled for no Company RSU Merger Consideration in accordance with Section 3.1(c)).

Per Share Portion means a fraction, (x) the numerator of which is one, and (y) the denominator of which is (i) the total number of shares of Common Stock outstanding as of immediately prior to the Effective Time, plus (ii) the total number of shares of Common Stock that would be issued upon exercise of all outstanding Options (other than Out of the Money Options), assuming such exercise immediately prior to the Effective Time, plus (iii) the total number of shares of Common Stock that would be issued upon exercise of all outstanding Warrants (other than Out of the Money Warrants), assuming such exercise immediately prior to the Effective Time.