Series A-1 Per Share Merger Consideration definition

Series A-1 Per Share Merger Consideration means, in respect of any Series A-1 Preferred Share, (i) the A-1 Merger Preference, plus (ii) the product of (A) the Common Per-Share Merger Consideration multiplied by (B) the number of shares of Common Stock (which may be fractional) into which such Series A-1 Preferred Share is convertible immediately prior to the Effective Time pursuant to the terms of the Certificate of Incorporation.
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Series A-1 Per Share Merger Consideration has the meaning set forth in Section 2.2(a) hereof.
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Series A-1 Per Share Merger Consideration means with respect to each outstanding share of Series A-1 Stock, an amount equal to the sum of One Dollar and sixty-eight cents ($1.68).
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Examples of Series A-1 Per Share Merger Consideration in a sentence

  • Each May Series A-1 Preferred Stockholder shall cease to have any rights with respect thereto, except the right to receive the May Series A-1 Per Share Merger Consideration for each share of May Series A-1 Preferred Stock to be paid in consideration therefor upon and following the surrender of all of the stock certificate(s) representing the May Series A-1 Preferred Stock held by such May Series A-1 Preferred Stockholder (or lost stock affidavit in lieu thereof) in accordance with Section 2.8 below.

  • Parent, the Surviving Corporation and the Stockholders’ Representative shall be entitled to rely conclusively on the Closing Payment Schedule and shall have no liability to any Securityholders with respect to the calculation of the Common Stock Per Share Merger Consideration, Series A-1 Per Share Merger Consideration, Series A-2 Per Share Merger Consideration and the Company Option-Based Merger Consideration if the Final Merger Consideration is distributed in accordance with the Closing Payment Schedule.

  • At the Effective Time, each Series A-1 Preferred Share (other than any Dissenting Shares) issued and outstanding as of immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Series A-1 Preferred Share, shall be canceled and extinguished and be converted into and shall become the right to receive the Series A-1 Per Share Merger Consideration, without interest, as provided herein.

  • Each share of Series A-1 Preferred Stock issued and outstanding immediately prior to the Effective Time, subject to Subsection 2.6(d), and excluding Dissenting Shares, will be cancelled and extinguished and be converted automatically into the right to receive the Series A-1 Per Share Merger Consideration.

  • If any Company Stockholder shall fail to perfect or shall effectively withdraw or lose such stockholder’s right to appraisal and payment under the DGCL, as the case may be, each Series A-1 Preferred Share, if any, held by such Company Stockholder shall thereupon, in accordance with and subject to the provisions set forth in this Article II, represent the right to receive the Series A-1 Per Share Merger Consideration.

  • Upon surrender to Parent of a Series A-1 Certificate, together with (i) a duly executed Transmittal Letter and (ii) an executed signature page to the Stockholders’ Representative Agreement in the form attached as Exhibit A hereto (the “Stockholders’ Representative Agreement”), each Series A-1 Stockholder shall have the right to receive, in exchange therefor, the Series A-1 Per Share Merger Consideration.


More Definitions of Series A-1 Per Share Merger Consideration

Series A-1 Per Share Merger Consideration shall be equal to a cash payment in an amount equal to the quotient obtained by dividing (i) the Series A-1 Merger Consideration by (ii) the number of shares of Series A-1 Preferred Stock issued and outstanding immediately prior to the Effective Time.
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Related to Series A-1 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).

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

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

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

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

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

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

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

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

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

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

  • 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.

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

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

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

  • Series A-1 Preferred Shares means the Company’s series A-1 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.

  • 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.

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

  • 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.

  • 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.