Examples of Series A-1 Per Share Merger Consideration in a sentence

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.
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.
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.
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.
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.
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.

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.

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).

Series A-1 Per Share Merger Consideration has the meaning set forth in Section 2.2(a) hereof.

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 has the meaning set forth in Section 3.1(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
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 shares of common stock, par value $0.001 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).
Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 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-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.
Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (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 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;
Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.
Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.
Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.001 per share.
Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.
Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

Series A-1 Per Share Merger Consideration definition

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