Preferred Per Share Merger Consideration definition

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 0.9371 shares of Delaware Parent Preferred Stock, to be paid as consideration for each full share of Preferred Stock.

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.

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.

• From and after the Effective Time, all such shares of Series A-2 Preferred shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Series A-2 Preferred Per Share Merger Consideration pursuant to this Section 3.01(c).

• Subject to this Article III, each share of Series B Preferred issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 3.01(f) and the Dissenting Shares referred to in Section 3.03) shall be converted into the right to receive cash, without interest, in an amount equal to the Series B Preferred Per Share Merger Consideration (as reduced at the Closing by the Per Share Portion of the Escrow Amount and the Representative Holdback Amount).

• From and after the Effective Time, all such shares of Series B Preferred shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Series B Preferred Per Share Merger Consideration pursuant to this Section 3.01(d).

• From and after the Effective Time, all such shares of Series A-1 Preferred shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Series A-1 Preferred Per Share Merger Consideration pursuant to this Section 3.01(b).

• Subject to this Article III, each share of Series C Preferred issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 3.01(f) and the Dissenting Shares referred to in Section 3.03) shall be converted into the right to receive cash, without interest, in an amount equal to the Series C Preferred Per Share Merger Consideration (as reduced at the Closing by the Per Share Portion of the Escrow Amount and the Representative Holdback Amount).

• After the Effective Time, the Merger Consideration, the Preferred Per Share Merger Consideration and the Common Per Share Merger Consideration shall be subject to the adjustments set forth in Sections 3.01(b), 3.01(c) and 3.04.

• Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares 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 2.2, the Preferred Per Share Merger Consideration, without interest.

More Definitions of Preferred 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, 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.

Preferred Per Share Merger Consideration means, with respect to each share of Company Preferred Stock, an amount equal to $10.00 per share plus the aggregate accrued but unpaid dividends on such share.

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.