Per Share Upfront Merger Consideration definition

Per Share Upfront Merger Consideration means the Per Share Upfront Stock Consideration payable to a holder of Company Capital Stock, as applicable, and in the case of the Company Series B-1 Preferred Stock and the Company Series B-3 Preferred Stock, the applicable portion of the Series B-1 Preference Amount and the Series B-3 Preference Amount, as applicable, payable to a holder of Company Series B-1 Preferred Stock and Company Series B-3 Preferred Stock.
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Per Share Upfront Merger Consideration means (a) the Per Share Upfront Closing Cash Consideration and (b) the Per Share Upfront Stock Consideration.
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Per Share Upfront Merger Consideration means the Common Stock Per Share Upfront Merger Consideration, the Series F Per Share Upfront Merger Consideration or the Series G Per Share Upfront Merger Consideration, as applicable.
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Examples of Per Share Upfront Merger Consideration in a sentence

  • Any portion of the Exchange Fund which remains undistributed to Target Holders six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any Target Holders who have not previously complied with this Section 1.7 shall thereafter look only to Parent for payment of their claim for the applicable Per Share Upfront Merger Consideration, cash in lieu of fractional shares, and any dividends or distributions with respect to Parent Common Stock.

  • Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, to evidence the right to receive the applicable Per Share Upfront Merger Consideration and, following the Release Date, the applicable Per Share Escrow Consideration.

  • If the cash payment of the Per Share Upfront Merger Consideration and/or the Per Share Escrow Consideration is to be made to a Person other than that in which the Certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof that the Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer as described in the Letter of Transmittal.

  • Each share of Series G Preferred Stock issued and outstanding immediately prior to the Effective Time, subject to Subsection 2.6(d), and excluding Dissenting Shares, will be cancelled and extinguished and be converted automatically into the right to receive (i) the Series G Per Share Upfront Merger Consideration and (ii) following the Release Date and subject to and in accordance with Article 9 and the Escrow Agreement, the Series G Per Share Escrow Consideration, if any.

  • Each share of Series F Preferred Stock issued and outstanding immediately prior to the Effective Time, subject to Subsection 2.6(d), and excluding Dissenting Shares, will be cancelled and extinguished and be converted automatically into the right to receive (i) the Series F Per Share Upfront Merger Consideration and (ii) following the Release Date and subject to and in accordance with Article 9 and the Escrow Agreement, the Series F Per Share Escrow Consideration, if any.

  • For the avoidance of doubt, any Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Per Share Upfront Merger Consideration shall be cancelled at the Effective Time for no consideration or payment.

  • Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, subject to Subsection 2.6(d), and excluding Dissenting Shares, will be cancelled and extinguished and be converted automatically into the right to receive (i) the Common Stock Per Share Upfront Merger Consideration and (ii) following the Release Date and subject to and in accordance with Article 9 and the Escrow Agreement, the Common Stock Per Share Escrow Consideration, if any.


More Definitions of Per Share Upfront Merger Consideration

Per Share Upfront Merger Consideration means (a) in the case of Company Common Stock (or Company Common Stock underlying Company Options or Company Common Warrants, each outstanding as of immediately prior to the Effective Time) and Company Preferred Stock underlying Company A-1 Preferred Warrants outstanding as of immediately prior to the Effective Time, no portion of the Closing Cash Consideration Amount and (b) in the case of Company Preferred Stock (or Company Preferred Stock underling Company Preferred Warrants outstanding as of immediately prior to the Effective Time), such portion of the Closing Cash Consideration Amount attributable to a share of the applicable series of Preferred Stock in accordance with the Company Charter. Notwithstanding anything contained herein to the contrary, for purposes of calculating the Per Share Upfront Merger Consideration, the Aggregate Exercise Amount of the Company Preferred Warrants shall be added to the Closing Cash Consideration Amount to determine the Per Share Upfront Merger Consideration, with the understanding that the actual amount of cash paid by Parent to the Participating Securityholders with respect to the Per Share Upfront Merger Consideration will still be the same as the Closing Cash Consideration Amount (but such amount will be allocated among the Participating Securityholders, taking into account a reduction to such payment to the holders of Company Preferred Warrants for their respective aggregate exercise prices). In addition, if the aggregate Closing Cash Consideration Amount paid to a holder of Company Preferred Warrants does not exceed the applicable exercise amount for such holder’s Company Preferred Warrants, then the shortfall amount shall be applied secondarily against any Per Share Future Payment Amount for such holder.
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Per Share Upfront Merger Consideration means, with respect to a share of Company Capital Stock, the portion of the Upfront Merger Consideration payable with respect to such share of Company Capital Stock (other than shares canceled pursuant to Section 1.5(a) and (b)), as calculated immediately prior to the Effective Time in accordance with the Company Charter, applicable Law and the terms of this Agreement, and based on, for the purpose of such calculation, the Closing Company Share Number.
Sample 1
Per Share Upfront Merger Consideration means (a) the Closing Merger Consideration Amount, divided by (b) the Closing Company Share Number.
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Related to Per Share Upfront 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).

  • 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).

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

  • 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).

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

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

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

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

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

  • 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.

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

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

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

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the 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 five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

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

  • 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.

  • 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.

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

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

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

  • 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.