Per Share Series A Merger Consideration definition

Per Share Series A Merger Consideration means the portion of the Aggregate Merger Consideration payable in respect of each share of Series A Preferred Stock upon a Deemed Liquidation Event under the Company’s Certificate of Incorporation. The Cash Consideration Percentage of the Per Share Series A Merger Consideration shall be in cash and Stock Consideration Percentage of the Per Share Series A Merger Consideration shall be in the form of shares of NewCo Common Stock.
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Per Share Series A Merger Consideration means an amount, rounded to four decimal places, equal to the Series A Preference Per Share plus the Per Share Common Merger Consideration.
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Per Share Series A Merger Consideration means the number obtained by adding (a) the Per Share Series A Liquidation Preference, plus, (b) the Per Share Residual Consideration, which such number shall not exceed $0.3354 in the aggregate.
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Examples of Per Share Series A Merger Consideration in a sentence

  • At the Effective Time, each share of Series A Preferred issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section 2.8(a), an amount of cash (without interest) equal to the Per Share Series A Merger Consideration.

  • As a material inducement to the Company to consent to the Rollover Transaction, notwithstanding anything herein to the contrary, the parties each acknowledge and agree that effective as of the Effective Time, none of the Rollover Shares shall be converted into the right to receive the Per Share Common Merger Consideration or the Per Share Series A Merger Consideration that otherwise would have been payable with respect to such Rollover Shares pursuant to this Agreement.

  • At the Effective Time, the Surviving Corporation shall issue 900 newly issued, fully paid and non-assessable shares of common stock to the Company as consideration for the Company assuming the obligations under this Agreement to deliver and issue, at the Effective Time, the Exchange Agreement Consideration, Navy LOC Securities, Per Share Common Stock Merger Consideration, Per Share Series A Merger Consideration, Per Share Series Seed Merger Consideration, the Merger Warrants and the Merger Notes.

  • Pursuant to the orders made in consequence, the Registrar received the memorials of the Government and the applicant on 10 and 11 August 1992 respectively.

  • At and after the Effective Time, holders of shares of Company Capital Stock shall cease to have any rights as stockholders of the Company, except for the right to receive the Per Share Series A Merger Consideration, Per Share Series B Merger Consideration, Per Share Series C Merger Consideration and Per Share Common Merger Consideration applicable to such shares of Company Capital Stock, in each case in accordance with the terms and conditions of this Agreement.


More Definitions of Per Share Series A Merger Consideration

Per Share Series A Merger Consideration means an amount, rounded to four decimal places, equal to the (A) Per Share Common Merger Consideration multiplied by (B) the number of shares of Company Common Stock into which a share of Company Series A Preferred Stock is convertible immediately prior to the Effective Time.
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Per Share Series A Merger Consideration means, with respect to each share of Company Series A Stock outstanding as of immediately prior to the Effective Time, the Series A Liquidation Preference.
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Per Share Series A Merger Consideration means the quotient obtained by dividing (a) the Series A Merger Consideration by (b) the number of shares of Series A Preferred Stock issued and outstanding at the Effective Time.
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Per Share Series A Merger Consideration means $325.00, if the Effective Time occurs on or before April 19, 2004, and $350.00, if the Effective Time occurs after April 19, 2004.
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Per Share Series A Merger Consideration means the sum of $69.40.
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Per Share Series A Merger Consideration means the (a) Series A Merger Consideration, divided by (b) 6,650,000, which quotient is divided by (c) Parent Average Closing Price.
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Per Share Series A Merger Consideration means, with respect to each share of Island Series A Preferred Stock issued and outstanding immediately prior to the Effective Time, (i) a portion of a Merger Note with a principal amount equal to the Per Share Series A Merger Consideration Amount multiplied by the Debt Ratio and (ii) a number of Subordinate Voting Shares with a value (based on the VWAP) equal to the Per Share Series A Merger Consideration Amount multiplied by the Equity Ratio.
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