Preferred Stock Per Share Merger Consideration definition

Preferred Stock Per Share Merger Consideration has the meaning specified in the recitals hereof.
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Preferred Stock Per Share Merger Consideration means an amount equal to (i) the Preferred Stock Liquidation Preference divided by (ii) the number of Fully-Diluted Preferred Shares.
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Preferred Stock Per Share Merger Consideration shall consist of (a) cash equal to the sum of (i) the Preferred Stock Per Share Liquidation Preference and (ii) the Cash Per Share Conversion Amount, and (b) a number of shares of HBIO Common Stock equal to the Stock Conversion Number.
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Examples of Preferred Stock Per Share Merger Consideration in a sentence

  • At the Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares as provided in Section 1.1(g)(iv)) will, by virtue of the Merger, and without the need for any further action on the part of the holder thereof, be exchanged for the Preferred Stock Per Share Merger Consideration (as defined in Section 1.1(g)(vii)), subject to the provisions of Section 1.3 regarding the elimination of fractional shares.

  • Section 3.1 (b) below, shall be converted into and represent the right to receive the Preferred Stock Per Share Merger Consideration.

  • In addition to the Common Stock Per Share Merger Consideration and the Preferred Stock Per Share Merger Consideration payable under this Section 2.11, the holders of the Shares and Options may become entitled to Additional Per Share Merger Consideration in accordance with Section 11.12.

  • The applicant’s appeal against the decision of 20 May 2004 was dismissed by the Moscow City Court on 21 June 2004.


More Definitions of Preferred Stock Per Share Merger Consideration

Preferred Stock Per Share Merger Consideration shall have the meaning specified in Section 1.1(g)(vii) hereof.
Sample 1
Preferred Stock Per Share Merger Consideration means (x) $5,250,000.00 minus the Closing Costs, divided by (y) 6,100,000. The Preferred Stock Per Share Merger Consideration shall be set forth on the Merger Consideration Schedule as the same shall be in effect as of the Closing.
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Preferred Stock Per Share Merger Consideration means $12,200,000, divided by the number of issued and outstanding shares of Preferred Stock, determined immediately prior to the Effective Time.
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Preferred Stock Per Share Merger Consideration is the amount equal to the quotient obtained by dividing (x) $12,200,000 by (y) the number of issued and outstanding shares of Preferred Stock, determined immediately prior to the Effective Time. The “Common Stock Per Share Merger Consideration” is the amount equal to the quotient obtained by dividing (x) $21,600,000 less the aggregate Preferred Stock Per Share Merger Consideration, plus the sum of the In-The-Money Option Exercise Price for all In-The-Money Options, plus or minus Net Working Capital Adjustment (as calculated in the Merger Agreement), if any, plus or minus the Closing Cash Adjustment (as calculated in the Merger Agreement), if any, less the total amount of Company Expenses as reflected on the Closing Company Expense Schedule, less an adjustment for unsettled litigation of the Company under Section 2.13(j) of the Merger Agreement, if any, by (y) the number of Outstanding Common Stock Equivalents. The undersigned represents and warrants that the undersigned is the sole record and beneficial owner of the Securities described below and is entitled to receive the entire Consideration payable with respect to such Securities. The undersigned hereby waives any dissenter’s rights or rights of appraisal with respect to the Securities, the Merger and the execution and delivery of the Merger Agreement under Delaware law. The undersigned represents and warrants that the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deliver and transfer the certificates representing the undersigned’s Shares and/or option agreements representing the undersigned’s Company Options. The undersigned will, upon request, execute and deliver any additional documents deemed by Parent to be necessary or desirable to complete the delivery and transfer of the Securities delivered hereby. In addition, the undersigned shall promptly remit and transfer to Parent any and all distributions, rights or other securities issued or issuable in respect of such Securities after the date hereof, other than the Consideration (collectively, “Distributions”), in respect of the Securities delivered hereby, accompanied by appropriate documentation of transfer and, pending such remittance or appropriate assurance thereof, Parent shall be, subject to applicable law, entitled to all rights and privileges as owner of any such Distributions and may withhold the entire Consideration or deduct from the Consideration the amount or value thereof. No authorit...
Sample 1

Related to Preferred Stock 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).

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

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

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

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Base Merger Consideration means $1,200,000,000.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • 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).

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

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

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

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.

  • Series B-1 Preferred Shares means the Company’s series B-1 preferred shares, par value US$0.00001 per share.

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

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.