Per Share Upfront Cash Consideration definition

Per Share Upfront Cash Consideration means the quotient of (i) the sum of (v) the Base Cash Amount, minus (w) the Aggregate Option Payment, minus (x) the Substitute Cash Payment Amount, minus (y) the Indemnification Hold-Back Cash Amount, minus (z) the Expense Fund Amount, divided by (ii) the number of Consenting Shares held by Holders that are Accredited Investors (assuming, for this purpose, (a) acceleration of all vesting periods applicable to the Company Options, and (b) conversion of the Company Notes into Company Stock in lieu of cash).
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Per Share Upfront Cash Consideration means the quotient of (i) the sum of (x) Upfront Cash Consideration, minus (y) the Expense Fund Amount, plus (z) the Aggregate Exercise Price, divided by (ii) the Fully Diluted Shares of Company Stock.
Sample 1
Per Share Upfront Cash Consideration means the quotient of (i) the sum of (v) the Base Cash Amount, minus (w) the Aggregate Option Payment, minus (x) the Substitute Cash Payment Amount, minus (y) the Indemnification Hold-Back Cash Amount, minus (z) the Expense Fund Amount, divided by (ii) the number of Consenting Shares held by Holders that are Accredited Investors (assuming, for this purpose, (x) acceleration of all vesting periods applicable to the Company Options and shares of Company Stock, and (y) conversion of all Company SAFEs and the Company Note into Company Stock in lieu of cash or cancellation of such Company SAFEs or the Company Note).
Sample 1

More Definitions of Per Share Upfront Cash Consideration

Per Share Upfront Cash Consideration means the quotient of (i) the Upfront Cash Consideration Amount divided by (ii) Closing Company Share Number.
Sample 1
Per Share Upfront Cash Consideration means the quotient of (i) the sum of (x) Upfront Cash Consideration, minus (y) the Expense Fund Amount, plus(z) the Aggregate Exercise Price, divided by (ii) the Fully Diluted Shares of Company Stock.
Sample 1

Related to Per Share Upfront Cash Consideration

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

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

  • Non-Cash Consideration means consideration in a form other than cash.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • 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.

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

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

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

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

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

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.