Per Share Upfront Stock Consideration definition

Per Share Upfront Stock Consideration means the quotient of (i) the sum of (x) the Stock Consideration Shares, minus (y) the Indemnification Hold-Back Shares, 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 (y) conversion of the Company Notes into Company Stock in lieu of cash).
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Per Share Upfront Stock Consideration means the quotient of (i) the Stock Consideration Shares, divided by (ii) the Fully Diluted Shares of Company Stock.
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Per Share Upfront Stock Consideration shall be equal to a cash payment in an amount equal to the quotient obtained by dividing (i) the Adjusted Upfront Merger Consideration by (ii) the Fully Diluted Common Shares Outstanding.
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More Definitions of Per Share Upfront Stock Consideration

Per Share Upfront Stock Consideration means the quotient of (i) the Stock Consideration Shares, divided by (ii) the Fully Diluted Shares of CompanyStock.
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Per Share Upfront Stock Consideration means the number of shares of Purchaser Common Stock (rounded down to the nearest whole number) equal to (i) the Upfront Stock Consideration Amount divided by (ii) the Closing Company Share Number.
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Per Share Upfront Stock Consideration means the Upfront Stock Consideration, divided by the Closing Company Share Number, rounded down to the nearest whole number.
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Per Share Upfront Stock Consideration means the quotient of (i) Thirty Million (30,000,000) shares of Parent Common Stock, appropriately adjusted to reflect any Stock Event with respect to shares of Parent Common Stock occurring after the Agreement Date, divided by (ii) the Fully Diluted Shares of Company Stock.
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Related to Per Share Upfront Stock Consideration

  • 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).

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

  • 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 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).

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

  • 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.

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

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

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

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • 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.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

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

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • 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.

  • Common Share Equivalent shall have the meaning ascribed to it in Section 11(a)(iii) hereof.

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • Initial Shares means a number of Registrable Securities equal to the lesser of (i) the total number of Registrable Securities and (ii) one-third of the number of issued and outstanding shares of Common Stock that are held by non-affiliates of the Company on the day immediately prior to the filing date of the Initial Registration Statement.

  • Per Share Price shall have the meaning set forth in Section 2.1.

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

  • Option Consideration has the meaning set forth in Section 3.3(a).

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

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.