Per Share Stock Merger Consideration definition

Per Share Stock Merger Consideration. Section 2.1(a) “Permits” Section 3.10(a) “Plan of Merger” Section 1.2

Per Share Stock Merger Consideration shall be equal to 4,989.8428571 shares which represents the number of shares of Parent Common Stock issuable with respect to each share of Company Common Stock, determined by dividing (a) the Parent Merger Stock Value by (b) the number of outstanding fully-diluted shares of Company Common Stock as of the Closing Date (which shall represent all outstanding equity and rights to receive equity in the Company, shall exclude shares of Company Common Stock to be cancelled in accordance with Section 1.1(g)(iii), and shall include, without limitation, the shares of Company Common Stock outstanding on the date hereof), which number of shares shall be rounded up to the nearest one hundred thousandth of a share (seven (7) decimal places).

Per Share Stock Merger Consideration shall have the meaning specified in Section 1.1(g)(iv) hereof.

Examples of Per Share Stock Merger Consideration in a sentence

• The issue is the number of houses that have access via a shared driveway.

• The Per Share Stock Merger Consideration and shares of Parent Common Stock payable as part of the Per Share Earn-Out Payment, upon issuance to Shareholders in accordance with this Agreement, will be duly authorized and validly issued, fully paid, non- assessable and free and clear of Liens (other than transfer restrictions under securities Laws and the Transfer Restriction Agreement).

• If any Certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation shall issue in exchange for such lost, stolen or destroyed Certificate, the Net Per Share Cash Merger Consideration and Per Share Stock Merger Consideration or Option Payment, as may be the case, deliverable in respect thereof pursuant to this Agreement.

• The Per Share Stock Merger Consideration and shares of Parent Common Stock payable as part of the Per Share Earn-Out Payment, upon issuance to Shareholders in accordance with this Agreement, will be duly authorized and validly issued, fully paid, non-assessable and free and clear of Liens (other than transfer restrictions under securities Laws and the Transfer Restriction Agreement).

• The Company shall hold the Per Share Cash Merger Consideration and Per Share Stock Merger Consideration that would have been paid in respect of Dissenting Shares as a result of the Merger had they not been Dissenting Shares.

• In the event of any reclassification, stock split (including a reverse split), stock dividend or recapitalization affecting the Dearborn Common Stock, the Per Share Stock Merger Consideration and the denominator used in all formulae herein to arrive at numbers of shares of Dearborn Common Stock will be adjusted appropriately to provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such event.

• For the avoidance of doubt, no payment shall be made in respect of any Phantom Share Award with a per share Phantom Exercise Price that exceeds the sum of the Per Share Cash Merger Consideration and the Dollar Value of Per Share Stock Merger Consideration.

• Upon receipt, Parent shall hold the remaining funds for the benefit of such holders and shall deliver to any holder who has properly surrendered Certificates, the Net Per Share Cash Merger Consideration and Per Share Stock Merger Consideration or Option Payment, as may be the case, to which such holder is entitled pursuant to this Agreement with respect to the Certificates surrendered by such holder.

• For illustrative purposes only, Exhibit I sets forth example calculations of the Cash Purchase Price, the Closing Per Share Cash Merger Consideration, the Closing Cash Option Consideration, the Closing Per Share Stock Merger Consideration and the Closing Stock Option Consideration, in each case based on certain illustrative assumed values set forth in such exhibit.

More Definitions of Per Share Stock Merger Consideration

Per Share Stock Merger Consideration has the meaning set forth in Section 3.02(a)(ii).

Per Share Stock Merger Consideration is defined in Section 1.5(a)(i) of this Agreement.

Per Share Stock Merger Consideration means an amount equal to the quotient of:

Per Share Stock Merger Consideration is defined in Section 1.6(c)(6).

Per Share Stock Merger Consideration means that number of shares of Tucows Common Stock issued at Closing pursuant to Section 2.1 divided by the total number of shares of capital stock of the Company outstanding on the Closing Date on a fully-diluted basis;

Per Share Stock Merger Consideration means the quotient equal to (A) the Share Merger Consideration, divided by (B) an amount equal to the sum of the number of (x) the Outstanding Common Shares, and plus (y) the Converted Outstanding Series A Preferred Shares (in the case of (x) and (y), other than Outstanding Common Shares or Converted Outstanding Series A Preferred Shares owned by Non-Accredited Investors).