Per Share Stock Election Consideration definition

Per Share Stock Election Consideration means either (a) if the Unprorated Aggregate Stock Consideration is equal to or less than the Aggregate Stock Merger Consideration, the Default Stock Election Amount or (b) if the Unprorated Aggregate Stock Consideration is greater than the Aggregate Stock Merger Consideration, (i) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the sum of (x) the Per Share Stock Consideration, plus (y) the Stock Oversubscription Amount, and (ii) an amount in cash equal to (x) the Per Share Cash Payment, minus (y) the product of (1) the Stock Oversubscription Amount, multiplied by (2) the Parent Trading Price.

Per Share Stock Election Consideration means a number of shares of Parent Common Stock equal to the quotient of (i) the Per Share Cash Election Consideration, divided by (ii) the Fully Diluted Shares of Company Stock.

Per Share Stock Election Consideration means a number of shares of Parent Common Stock equal to the quotient of (i) the Per Share Cash Election Consideration, divided by (ii) the Parent Stock Price.

Examples of Per Share Stock Election Consideration in a sentence

• Each of Parent, Acquisition Sub and the Company shall use all reasonable best efforts to cause the California Commissioner to approve the fairness of the terms and conditions of the Merger at the Fairness Hearing; provided that none of the parties to this Agreement shall be obligated to amend this Agreement to change the Per Share Cash Election Consideration, the Per Share Stock Election Consideration or the Per Share Consideration.

• The shares of Company Common Stock subject to such Cash Election that were not converted into the right to receive the Per Share Cash Election Consideration in accordance with this Section 1.1(c)(iii) shall be converted into the right to receive the Per Share Stock Election Consideration.

• Each Loan (other than a Swingline Loan or Protective Advance) shall be made as part of a Borrowing consisting of Revolving Loans of the same Class, Currency and Type made by the applicable Lenders ratably in accordance with their respective applicable Commitments.

• The Per Share Stock Election Consideration paid pursuant to this Section 2.8(a) shall not be subject to, or otherwise taken into account, in calculating adjustments under Section 1.1. Unless the context otherwise requires, each reference in this Agreement to the Shares shall include the associated Rights.

• Each Share owned by any direct or indirect wholly owned subsidiary of the Company shall be converted into the right to receive the Per Share Stock Election Consideration.