Per Share Series B Merger Consideration definition

Per Share Series B Merger Consideration means the portion of the Aggregate Merger Consideration payable in respect of each share of Series B Preferred Stock upon a Deemed Liquidation Event under the Company’s Certificate of Incorporation.”
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Per Share Series B Merger Consideration means the number obtained by adding (a) the Per Share Series B Liquidation Preference, plus, (b) the Per Share Residual Consideration, which such number shall not exceed $0.4476 in the aggregate.
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Per Share Series B Merger Consideration has the meaning set forth in Section 1.6(b)(ii).
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Examples of Per Share Series B Merger Consideration in a sentence

  • At the Effective Time, each share of Series B 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 B Merger Consideration.

  • For the avoidance of doubt, in no event shall the sum of the aggregate amount of the Per Share Series A Merger Consideration, the Per Share Series A-1 Merger Consideration, the Per Share Series A-2 Merger Consideration, the Per Share Series B Merger Consideration and the Per Share Common Stock Consideration exceed the Aggregate Merger Consideration.

  • 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.

  • Each share of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time, other than shares of Company Series B Preferred Stock to be cancelled pursuant to Section 2.2(b) and any Dissenting Shares, will be cancelled and extinguished and automatically converted into the right to receive, in cash as set forth herein, an amount equal to the Per Share Series B Merger Consideration.


More Definitions of Per Share Series B Merger Consideration

Per Share Series B Merger Consideration means, with respect to each share of Company Series B Stock outstanding as of immediately prior to the Effective Time, the Series B Liquidation Preference.
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Per Share Series B Merger Consideration means the quotient obtained by dividing (a) the Series B Merger Consideration by (b) the number of shares of Series B Preferred Stock issued and outstanding at the Effective Time.
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Per Share Series B Merger Consideration shall equal quotient of (1) the Preferred Merger Consideration for the Company Series B Preferred Stock divided by (2) the aggregate number of shares of Company Series B Preferred Stock outstanding immediately prior to the Effective Time.
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Related to Per Share Series B Merger Consideration

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Base Merger Consideration means $1,200,000,000.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Cash Consideration has the meaning set forth in Section 2.2.