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

  • Charleston Mail Assn., 126 W.Va. 292, 307, 27 S.E.2d 837, 844 (1943); Salinger v.

  • 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.

  • 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 Per Share Stock Merger Consideration shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock occurring after the date hereof and prior to the Effective Time.

  • 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.

  • Upon surrender of their Certificates to the Exchange Agent together with such letter of transmittal (duly executed) and any other required documents of transfer, each Common Stockholder or Option Holder shall be entitled to receive in exchange therefor the Net Per Share Cash Merger Consideration and Per Share Stock Merger Consideration or the Option Payment, respectively.

  • 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.

  • Ms. Dwyer alleged (1) a lack of guidance counseling services, (2) a lack of teaching staff, and (3) a lack of non- teaching staff at Jackson.

  • 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.


More Definitions of Per Share Stock Merger Consideration

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).
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Per Share Stock Merger Consideration is defined in Section 1.5(a)(i) of this Agreement.
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Per Share Stock Merger Consideration has the meaning set forth in Section 3.02(a)(ii).
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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;
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Per Share Stock Merger Consideration means an amount equal to the quotient of:
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Per Share Stock Merger Consideration is defined in Section 1.6(c)(6).
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Related to Per Share Stock Merger Consideration

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

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

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

  • 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).

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

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

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

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

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

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

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

  • 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.

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

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

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

  • 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.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • 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.

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

  • Share Consideration has the meaning given to it in Section 2.2;

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

  • Company Shares means the common shares in the capital of the Company;

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);