Preferred Stock Cash Consideration definition

Preferred Stock Cash Consideration means an amount equal to (a) $55,000,000 (or such lesser amount as may be authorized by resolution of the Board of Directors adopted prior to the Effective Time based upon the advice of the underwriters in the IPO regarding market conditions) plus (b) an amount equal to the excess of the price to the public of shares in the IPO over $200,600,000 (or such lesser amount as may be authorized by resolution of the Board of Directors adopted prior to the Effective Time based upon the advice of the underwriters in the IPO regarding market conditions) (after deducting underwriters’ discounts and commissions on such excess amount); provided, that that in no event shall the Preferred Stock Cash Consideration be less than $25,000,000.
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Preferred Stock Cash Consideration means an amount in cash equal to the Series A Per Share Liquidation Preference multiplied by the number of shares of Company Series A Preferred Stock issued and outstanding.
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Preferred Stock Cash Consideration has the meaning set forth in Section 2.3(a)(i).
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Examples of Preferred Stock Cash Consideration in a sentence

  • Each issued and outstanding share of Interline NJ Preferred shall be converted into the right to receive (a) cash in an amount equal to the Preferred Stock Cash Consideration Per Share without interest and (b) that number of shares of Holdco Common equal to the Preferred Stock Equity Consideration Per Share, subject to the fractional share provisions in Section 2.2(c).

  • To the extent such fund increases for any reason above the level required to make prompt payment of any outstanding Per Share Preferred Stock Cash Consideration to be paid pursuant to Section 3.01(a) or Per Share Cash Election Consideration to be paid in pursuant to Section 3.01(b)(i), the Surviving Company shall, following such prompt payment, be the sole owner of any amounts left over in such Exchange Fund.

  • The assignment of the Assets from Seller to Buyer and the assumption by Buyer of the Assumed Liabilities under this Agreement shall constitute payment of Fifteen Million Dollars ($15,000,000.00) (the “Purchase Price”) worth of the Preferred Stock Cash Consideration to Buyer pursuant to the terms of Section 2.01(b) of the Merger Agreement.

  • The Town is anticipating announcements shortly about extending eligibility for shots and boosters, and is preparing to respond.• The November Municipal Monthly has just been published.

  • The payment of Fifteen Million Dollars ($15,000,000) of the Preferred Stock Cash Consideration due to Univision (or its assigns) shall be deemed satisfied upon the consummation of the transactions contemplated under the Univision Asset Purchase Agreement in the form of Exhibit L executed immediately following the date hereof.

  • The Per Share Stock Consideration, the Per Share Preferred Stock Cash Consideration, the Per Share Cash Election Consideration, the shares of Acquiror Preferred Stock and the Closing Preferred Stock Consideration, as applicable, payable upon conversion of the Company Shares in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Shares.

  • Each issued and outstanding share of Interline NJ Preferred shall be converted into the right to receive (a) cash in an amount equal to the Preferred Stock Cash Consideration Per Share, without interest and (b) that number of shares of Holdco Common equal to the Preferred Stock Equity Consideration Per Share, subject to the fractional share provisions in Section 2.2(c).

  • All of the shares of Company Preferred Stock converted into the right to receive consideration as described in this Section 3.01(a) shall no longer be outstanding and shall cease to exist, and each holder of shares of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the Per Share Preferred Stock Cash Consideration into which such share of Company Preferred Stock shall have been converted.

  • The Common Stock Cash Consideration and the Preferred Stock Cash Consideration may hereinafter be collectively referred to as the "Cash Consideration".

  • The Preferred Stock Cash Consideration shall be allocated among the holders of the Class A Preferred Stock based on each such holder’s prorata ownership of the Class A Preferred Stock.


More Definitions of Preferred Stock Cash Consideration

Preferred Stock Cash Consideration shall have the meaning specified in Section 1.6(b)(ii).
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Related to Preferred Stock Cash Consideration

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

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

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

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • 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.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.

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

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.001 per share, of the Company.

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

  • Preferred Stock Dividends means all dividends with respect to Preferred Stock of the Company or any Restricted Subsidiary held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the dividend divided by the difference between one and the maximum statutory consolidated federal, state and local income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of the Preferred Stock.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • 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.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).