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.

Preferred Stock Cash Consideration has the meaning set forth in Section 2.3(a)(i).

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

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).

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

• 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 obligations of the Guarantor(s) shall not be discharged or impaired or otherwise affected by the failure of FSWC or an FSWC Indemnified Person to assert, claim, demand or enforce any remedy under this Agreement, nor by waiver, modification or amendment of this Agreement or any compromise, settlement or discharge of obligations of CLAY under this Agreement, or any release or impairment of any collateral by FSWC or an FSWC Indemnified Person.

• Univision acknowledges that the payment of the Preferred Stock Cash Consideration to Univision as set forth in Section 2.01(b) is subject to Univision executing the Univision Affiliation Agreements.

• 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).

• 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 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.

• Has a large amount of courses dedicated specifically to the topics as opposed to them being subtopics in other classes.

• 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 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.