Series A Preferred Stock Consideration definition

Series A Preferred Stock Consideration. Section 2.1(d) “Schedule TO” Section 1.1(g) “Schedule 14D-9” Section 1.2(a) “Service Provider” Section 3.11(a) “Share Offer” Recitals “Share Offer Price” Recitals

Series A Preferred Stock Consideration means, with respect to each outstanding share of Series A Preferred Stock, an amount equal to (A) the Estimated Series A Preferred Stock Consideration plus (B) if and when payable, a Pro Rata Portion of (i) amounts payable, directly or indirectly, to the Company Preferred Securityholders pursuant to Section 2.7(c) hereof and (ii) amounts payable, directly or indirectly, to the Company Preferred Securityholders from the Escrow Account pursuant to the terms hereof and the Escrow Agreement.

Series A Preferred Stock Consideration. Section 2.1(d) “Schedule TO” Section 1.1(g)

Examples of Series A Preferred Stock Consideration in a sentence

• At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration and aggregate Series A Preferred Stock Consideration to which holders of Shares and holders of Preferred Shares shall be entitled at the Effective Time pursuant to this Agreement.

• Payment of the Merger Consideration or the Series A Preferred Stock Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered.

• Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration or the Series A Preferred Stock Consideration, as applicable, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

• In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration or the Series A Preferred Stock Consideration, as applicable payable in respect thereof pursuant to Section 2.1(a) or Section 2.1(d), as applicable.

• At or prior to the Effective Time, Parent shall designate a reputable bank or trust company to act as the paying agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company) for purposes of effecting the payment of the aggregate Merger Consideration and the aggregate Series A Preferred Stock Consideration in connection with the Merger in accordance with this Article 2 (the “Paying Agent”).

• Notwithstanding the foregoing, none of Parent, Merger Sub, the Surviving Corporation, the Paying Agent or their respective affiliates will be liable to any holder of a Certificate or Book-Entry Shares for Merger Consideration or the Series A Preferred Stock Consideration, as applicable, delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• The Consideration Statement shall be binding on the Company, on the one hand, and Parent, on the other hand, for purposes of this Section 2.5(a) and shall be used to determine the Closing Merger Consideration (including the Per Share Series A Preferred Stock Consideration, the Per Share Series B Preferred Stock Consideration and the Per Share Common Stock Consideration).

• Notwithstanding the foregoing, none of Parent, Merger Sub, the Surviving Corporation, the Paying Agent or their respective affiliates will be liable to any holder of a Certificate or Book- Entry Shares for Merger Consideration or the Series A Preferred Stock Consideration, as applicable, delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• At or prior to the Effective Time, Parent shall designate a reputable bank or trust company to act as the paying agent (the identity and terms of designation and appointment of which shall be reasonably acceptable to the Company) for purposes of effecting the payment of the aggregate Merger Consideration and the aggregate Series A Preferred Stock Consideration in connection with the Merger in accordance with this Article 2 (the "Paying Agent").

• From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such Certificates, except the right to receive the Common Stock Consideration, the Series A Preferred Stock Consideration, the Series B Preferred Stock Consideration, the Series C Preferred Stock Consideration, the Series D Preferred Stock Consideration, or the Series E Preferred Stock Consideration, as applicable, with respect to each of the shares represented thereby.

More Definitions of Series A Preferred Stock Consideration

Series A Preferred Stock Consideration means the product of (a) the Per Share Series A Preferred Stock Consideration, and (b) the number of shares of Series A Preferred Stock outstanding immediately prior to the Closing.

Series A Preferred Stock Consideration means a number of shares of Parent Common Stock equal to the number of the Total Parent Shares allocable to the holders of Company Series A Preferred Shares (including Company Series A Preferred Shares issuable upon exercise of the Company Series A Warrant) in accordance with the Company's Amended and Restated Articles of Incorporation as set forth in the Allocation Certificate.

Series A Preferred Stock Consideration means (i) the Cash Component of the Series A Consideration and (b) the Stock Component of the Series A Consideration.