Per Share Preferred Consideration definition

Per Share Preferred Consideration means, collectively, the Per Share Preferred Cash Consideration and the Per Share Preferred Stock Consideration.

Per Share Preferred Consideration means the (A) Per Share Preferred Merger Cash Consideration, (B) Per Share Preferred Merger Stock Consideration and (c) and the right to receive such portion of the Earn-Out Payments, if any, payable pursuant to Section 2.9.

Per Share Preferred Consideration means an amount equal to the result obtained by dividing (a) the Total Preferred Consideration by (b) the number of Preferred Shares outstanding immediately prior to the Effective Time.

Examples of Per Share Preferred Consideration in a sentence

• Per Share Preferred Consideration: the shares (or fraction of a share) of Newco Convertible Preferred Stock issuable in the Recapitalization per share of Grace Common Stock outstanding as of the Record Date, such amount to be calculated by dividing 36,000,000 by the aggregate number of shares of Grace Common Stock outstanding as of the Record Date, the result being rounded to the nearest one-thousandth (or, in the event there is no nearest number, rounded up to the next one-thousandth).

• If the Buyer does not receive either the notice or certifications described above on or before the Closing Date, the Buyer shall be permitted to withhold from the Per Share Upfront Common Consideration and the Per Share Preferred Consideration, as applicable, any required withholding tax under Section 1445 of the Code.

• Until surrendered as provided in this Section 2.4, each share of Company Common Stock and Company Preferred Stock shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Consideration or Per Share Preferred Consideration, as applicable.

• Thereafter, any former holders of Company Common Stock, Series A Preferred Stock or OP Units who have not previously received the Per Share Consideration or Per Share Preferred Consideration, as applicable, to which they are entitled under this Agreement shall look solely to Parent or to the Surviving Company or Surviving Partnership, as applicable, for payment of such consideration and any related amounts due to them under this Agreement.

• On or before the Effective Time, Parent shall cause to be deposited with the Paying Agent cash in an amount equal to (i) the aggregate Per Share Consideration into which the shares of Company Common Stock and OP Units have been converted in accordance with Sections 2.1(a) and 2.2(a), (ii) the aggregate Per Share Preferred Consideration into which the Series A Preferred Stock have been converted in accordance with Section 2.1(d).

More Definitions of Per Share Preferred Consideration

Per Share Preferred Consideration means (i)(A) the number of shares of Parent Common Stock equal to (1) the Aggregate Stock Consideration, divided by (2) the Fully Diluted Common Number, multiplied by (B) the number of shares of Company Common Stock into which each share of Company Preferred Stock is convertible as of immediately prior to the Effective Time; and (ii) an amount in cash equal to (A)(1) the Initial Per Share Cash Consideration, plus (2) any Final Adjustment Amount to be paid to the Stockholders (if applicable), minus (3) any Final Adjustment Amount to be paid to Parent (if applicable), divided by the Fully Diluted Common Number, multiplied by (B) the number of shares of Company Common Stock into which each share of Company Preferred Stock is convertible as of immediately prior to the Effective Time.

Per Share Preferred Consideration means, with respect to each share of Preferred Stock, an amount equal to the lesser of (x) (i) the Estimated Purchase Price multiplied by (ii) the Preferred Percentage of such share of Preferred Stock and (y) (i) Nine Hundred Ninety-Nine Dollars ($999) plus (ii) all accrued and unpaid dividends to which such share of Preferred Stock is entitled.

Per Share Preferred Consideration is defined in Section 1.5(b) of this Agreement. “Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Entity or other entity. “Personal Property Leases” means all leases of tangible personal property to which the Company or any of its Subsidiaries is a party. “PII” is defined in Section 3.9(j) of this Agreement. “Post-Closing Transaction Deductions” means any payments in respect of Incentive Bonus Payments after the Closing (including Included Payroll Taxes) in accordance with and in satisfaction of Section 1.5(e) and whether out of any Escrow Account or otherwise pursuant to the terms of this Agreement. “Pre-Closing Period” is defined in Section 6.1 of this Agreement. “Pre-Closing Tax Contest” is defined in Section 6.4(d) of this Agreement. “Pre-Closing Tax Period” is defined in Section 6.4(a) of this Agreement. “Pre-Closing Tax Returns” is defined in Section 6.4(c) of this Agreement. “Preferred Consideration” is defined in Section 1.5(b) of this Agreement. “Preferred Holders” is defined in the Preamble of this Agreement. “Preferred Pro Rata Portion” means, with respect to each Preferred Holder and the Preferred Warrant Holder, the quotient obtained by dividing (x) the Aggregate Preferred Consideration received by such holder pursuant to this Agreement, by (y) Aggregate Preferred Consideration received by all such holders pursuant to this Agreement. For the avoidance of doubt, the aggregate Preferred Pro Rata Portion shall always equal one hundred percent (100%). “Preferred Shares” is defined in the Recitals of this Agreement. “Preferred Stock” is defined in the Recitals of this Agreement.

Per Share Preferred Consideration means, with respect to each share of Series A Preferred Stock that remains outstanding immediately prior to the Effective Time (other than any shares required to be cancelled pursuant to Section 2.1(b)), an amount in cash equal to $25, plus all accrued and unpaid dividends thereon through and including the Closing Date.

Per Share Preferred Consideration means with respect to a share of Company Preferred Stock, the sum of (x) the Preference Payment applicable to such share of Company Preferred Stock plus (y) the Per Share Common Consideration applicable to such share of Company Preferred Stock as if converted to Company Common Stock.

Per Share Preferred Consideration means (1) cash, without interest, in an amount equal to the quotient of (A) 40% of the Preferred Consideration divided by (B) the total number of Company Preferred Shares issued and outstanding immediately prior to the Effective Time (assuming the issuance of all Company Preferred Shares issuable upon conversion or exercise of Company Stock Rights), and (2) such number of shares of Parent Common Stock as is equal to the quotient of (A) the Per Share Preferred Stock Value divided by (B) the total number of Company Preferred Shares issued and outstanding immediately prior to the Effective Time (assuming the issuance of all Company Preferred Shares issuable upon conversion or exercise of Company Stock Rights).

Per Share Preferred Consideration means an amount equal to $1.00 per share.