Preferred Per Share Merger Consideration means, with respect to each share of Company Preferred Stock outstanding as of immediately prior to the Effective Time, the portion of the Preferred Stock Merger Consideration to which each such share is entitled, as set forth in the Preferred Allocation Certificate (which, for the avoidance of doubt, shall be an amount equal to $1,000 per share plus the aggregate accrued but unpaid dividends on such share).

Preferred Per Share Merger Consideration means, as applicable, the Series A-1 Per Share Merger Consideration, the Series B-1 Per Share Merger Consideration, the Series C-1 Per Share Merger Consideration and the Series D-1 Per Share Merger Consideration.

Preferred Per Share Merger Consideration means, as of any applicable date, (a) with respect to each share of Series A Preferred Stock, the Series A Preference Amount plus the Common Per Share Merger Consideration, (b) with respect to each share of Series B Preferred Stock, the Series B Preference Amount plus the Common Per Share Merger Consideration, (c) with respect to each share of Series C Preferred Stock, the Series C Preference Amount plus the Common Per Share Merger Consideration and (d) with respect to each share of Series D Preferred Stock, the Series D Preference Amount plus the Common Per Share Merger Consideration, provided, however, in each case, that if, after taking into account the applicable Participation Cap (as defined in the Company Charter), the foregoing calculations would result in a holder of the applicable class of Company Preferred Stock being entitled to receive greater consideration if such shares of Company Preferred Stock were converted into Company Common Stock, then the holders of the applicable class of Company Preferred Stock will be deemed to have converted into shares of Company Common Stock as of immediately prior to the Effective Time and shall be entitled to receive Common Per Share Merger Consideration.

Examples of Preferred Per Share Merger Consideration in a sentence

Except as otherwise provided herein, each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Preferred Stock cancelled pursuant to Section 1.8(d)) shall be converted into the right to receive, upon surrender of a Certificate formerly representing such share in the manner provided in Section 2.3, the Preferred Per Share Merger Consideration.
Each holder of Company Stock further irrevocably waives, releases and discharges the Parent, the Surviving Corporation and their respective Subsidiaries from any liability relating from its reliance on, or payment of the Preferred Stock Merger Consideration and Preferred Per Share Merger Consideration in accordance with, the Preferred Allocation Certificate.
No interest will be paid or will accrue for the benefit of holders of the Certificates on the Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration or Preferred Per Share Merger Consideration, as applicable, payable upon the surrender of the Certificates.

More Definitions of Preferred Per Share Merger Consideration

Preferred Per Share Merger Consideration means (a) with respect to each share of Series A Preferred Stock, the Series A Liquidation Preference Amount plus the Common Per Share Merger Consideration, (b) with respect to each share of Series B Preferred Stock, the Series B Liquidation Preference Amount plus the Common Per Share Merger Consideration, (c) with respect to each share of Series C Preferred Stock, the Series C Liquidation Preference Amount plus the Common Per Share Merger Consideration, (d) with respect to each share of Series C-1 Preferred Stock, the Series C-1 Liquidation Preference Amount plus the Common Per Share Merger Consideration, (e) with respect to each share of Series D Preferred Stock, the Series D Liquidation Preference Amount plus the Common Per Share Merger Consideration, and (f) with respect to each share of Series D-1 Preferred Stock, the Series D-1 Liquidation Preference Amount plus the Common Per Share Merger Consideration.

Preferred Per Share Merger Consideration shall be equal to the quotient of (i) the sum of (a) the Preferred Share Face Amount, plus (b) the Preferred Share Preference Amount, plus (c) the Preferred Share Participation Amount, divided by (ii) the Fully-Diluted Preferred Shares, which amount shall be allocated to the holders of Preferred Shares in accordance with the provisions of Section 3.01(g).

Preferred Per Share Merger Consideration means 0.9371 shares of Delaware Parent Preferred Stock, to be paid as consideration for each full share of Preferred Stock.

Related to Preferred Per Share 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 has the meaning set forth in Section 3.1(a).
Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
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).
Closing Merger Consideration has the meaning set forth in Section 2.02
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.
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).
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;
Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.
Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.
Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.
Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.
Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.
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 Series B Preferred Stock means the Series B Preferred Stock, par value $0.0001 per share, of the Company.
Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.
Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

Preferred Per Share Merger Consideration definition

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