Preferred Merger Consideration definition

Preferred Merger Consideration shall have the meaning set forth in Section 3.1(c).

Preferred Merger Consideration has the meaning assigned in Section 2.14(c).

Preferred Merger Consideration means an amount per share of Company Preferred Stock equal to $1590.91.

Examples of Preferred Merger Consideration in a sentence

• For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor.

• If, after the First Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the First Effective Time, the right to receive the Merger Consideration or the Preferred Merger Consideration, as applicable, without any interest thereon, in accordance with Section 2.1(a).

• Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3.

• Until surrendered as contemplated by this Section 2.02, each Preferred Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Preferred Merger Consideration to which the holder of such Preferred Certificate is entitled pursuant to this Article II.

• Each holder of Series B Preferred Stock that has been converted into a right to receive the Preferred Merger Consideration, upon surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, will be entitled to receive the Preferred Merger Consideration in respect of the Series B Preferred Stock represented by such Certificate.

More Definitions of Preferred Merger Consideration

Preferred Merger Consideration has the meaning set forth in Section 3.1(a)(ii)(B). “Preferred Stockholder Approval” has the meaning set forth in Section 4.4(c). “Preferred Stockholder Written Consent” has the meaning set forth in Section 4.4(d).

Preferred Merger Consideration means the amount of cash the right to receive which a Preferred Share shall be converted into at the Effective Time pursuant to Section 2.1(c).

Preferred Merger Consideration means an amount per share equal to either the Preferred Conversion Value or the Preferred Redemption Value, as determined in accordance with Section 2.02(c) of this Agreement.

Preferred Merger Consideration means, subject to Section 2.4 below, (A) a cash payment equal to the product of (1) the cash portion of the Merger Consideration and (2) 1.7094 and (B) a number of fully paid and nonassessable shares of Parent Common Stock equal to the product of (1) the Conversion Number and (2) 1.

Preferred Merger Consideration is defined in Section 1.6(a)(i).

Preferred Merger Consideration means the Accreted Value divided by the number of shares of Company Preferred Stock outstanding on the Closing Date (the “Total Preferred Share Number”).

Preferred Merger Consideration means, collectively, the merger consideration paid to all holders of Company Preferred Stock pursuant to clauses (iii) and (iv) immediately above, together with any cash paid in lieu of fractional shares pursuant to Section 2.02(c).