Series A Per Share Merger Consideration definition

Series A Per Share Merger Consideration means the Series A Merger Consideration divided by the number of Series A Preferred Shares the issued and outstanding as of immediately prior to the Effective Time.
Series A Per Share Merger Consideration means the amount that would be paid pursuant to the Company Charter with respect to each share of Company Series A Preferred Stock upon a Liquidation Event (as defined in the Company Charter) if (i) the total amount available to be distributed to the stockholders of the Company upon such Liquidation Event were equal to the Enterprise Value and (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of all Vested Options outstanding as of immediately prior to the Effective Time were issued and outstanding.
Series A Per Share Merger Consideration means (i) the Series A Proceeds Amount divided by (ii) the number of shares of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time; it being acknowledged, for the avoidance of doubt, that, with respect to each share of Series A Preferred Stock, such amount is greater than the sum of $32.50 and all accrued and unpaid dividends on such share (whether or not declared) up to and including the Closing Date.

Examples of Series A Per Share Merger Consideration in a sentence

  • Subject to the terms and conditions of this Agreement, including, without limitation, Section 1.11(a) (regarding the Escrow Amount), each share of Series A Preferred Stock of the Company issued and outstanding immediately prior to the Effective Time (other than Shares described in Section 1.7(c) hereof and any Dissenting Shares) shall be converted into the right to receive the Series A Per Share Merger Consideration, without interest.

  • At the Effective Time, each Series A Preferred Share (other than any Dissenting Shares (as defined below)) 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 Preferred Share, shall be canceled and extinguished and be converted into and shall become the right to receive the Series A Per Share Merger Consideration, without interest, as provided herein.


More Definitions of Series A Per Share Merger Consideration

Series A Per Share Merger Consideration has the meaning set forth in the Net Merger Consideration Payment Schedule.
Series A Per Share Merger Consideration has the meaning given such term in Section 1.6(c)(vi).

Related to Series A Per Share Merger Consideration