Per Share Series A Preferred Stock Consideration means (a) $1,000.00, plus (b) an amount equal to all accrued and unpaid dividends on such share from the date the Series A Preferred Stock was first issued to (and including) the Closing Date and as set forth on the Spreadsheet as the “Per Share Series A Preferred Stock Consideration”.
Per Share Series A Preferred Stock Consideration means an amount in cash equal to the quotient of (a) the Aggregate Series A Consideration divided by (b) the number of shares of Series A Preferred Stock outstanding as of immediately prior to the Effective Time. “Permits” has the meaning as set forth in Section 3.18. “Permitted Liens” means (a) statutory liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings by the Group Companies; (b) mechanics’, carriers’, workers’, repairers’ and similar statutory liens arising or incurred in the Ordinary Course of Business for amounts that are not delinquent; (c) zoning, entitlement, building and other land use regulations imposed by Governmental Entities having jurisdiction over the Owned Real Property that are not violated by the current use and operation of the Owned Real Property; (d) covenants, conditions, restrictions, easements and other matters of record affecting title to the Owned Real Property that do not materially impair the occupancy or use of the Owned Real Property for the purposes for which it is currently used in connection with the Group Companies’ businesses; (e) liens encumbering the underlying fee interest of any Leased Realty; (f) matters that would be disclosed by an inspection or accurate survey of the Owned Real Property; (g) liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation; (h) liens arising in connection with sales of foreign receivables; (i) liens on goods in transit incurred pursuant to documentary letters of credit; (j) purchase money liens and liens securing rental payments under capital lease arrangements; (k) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money; (l) any non-exclusive licenses to use any Company Intellectual Property Rights granted by any Group Company in the Ordinary Course of Business; (m) other liens and encumbrances the existence of which would not have a Material Adverse Effect; and (n) those matters listed on the attached Schedule 11.02. “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity or any department, agency or political subdivision thereof. “PPACA” has the meaning set forth in Section 3.16(g). “Pre-Closing ...
Per Share Series A Preferred Stock Consideration means, with respect to each outstanding share of Series A Preferred Stock (other than Dissenting Shares), an amount equal to (i) the Liquidation Preference (as defined in the Series A/B Designation) of such share as of the Closing Date, (ii) plus an amount equal to the prorated dividend on such share from the last Dividend Payment Date (as defined in the Series A/B Designation) to the Closing Date and (iii) solely in the case of each share of Restricted Series A Preferred Stock, minus the applicable Unpaid Purchase Price Per Share.
Examples of Per Share Series A Preferred Stock Consideration in a sentence
The Consideration Statement shall be binding on the Company, on the one hand, and Parent, on the other hand, for purposes of this Section 2.5(a) and shall be used to determine the Closing Merger Consideration (including the Per Share Series A Preferred Stock Consideration, the Per Share Series B Preferred Stock Consideration and the Per Share Common Stock Consideration).
More Definitions of Per Share Series A Preferred Stock Consideration
Per Share Series A Preferred Stock Consideration means:
Per Share Series A Preferred Stock Consideration has the meaning assigned to such term in Section 2.2(b).