Examples of Series B Cash Consideration in a sentence
If the Series B Merger Approval is not obtained prior to the Effective time, then Acquiror shall not deposit the Series B Cash Consideration.
Prior to the Closing, Acquiror and the Company shall select a bank or trust company to act as paying agent (the "Paying Agent") for payment of the Merger Consideration and the Series B Cash Consideration (if the Series B Merger Approval is obtained prior to the Effective Time) upon surrender of Certificates.
The Series B Exchange Ratio is calculated by dividing (i) the quotient obtained by dividing (A) the Series B Merger Consideration less the Series B Cash Consideration, by (B) the number of Outstanding Shares of Series B Preferred, by (ii) the Trading Price.
In the event that on the Closing Date, the Yazam Closing Cash Balance is less than $25,000,000, then (i) the Series C Cash Consideration shall be adjusted downward by $0.877 for each dollar that the Yazam Closing Cash Balance is below $25,000,000, and (ii) the Series B Cash Consideration shall be adjusted downward by $0.123 for each dollar that the Yazam Closing Cash Balance is below $25,000,000.
Each holder of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time shall be entitled to receive the following: (i) the number of shares of Parent Common Stock that is equal to the Series B Exchange Ratio for each share of Company Series B Preferred Stock (the “Series B Share Consideration”), and (ii) an amount of cash that is equal to the Series B Cash Consideration for each share of Company Series B Preferred Stock.
Prior to the Closing, Acquiror and the Company shall select a bank or trust company to act as paying agent (the “Paying Agent”) for payment of the Merger Consideration and the Series B Cash Consideration (if the Series B Merger Approval is obtained prior to the Effective Time) upon surrender of Certificates.
As a result, the Series A Cash Consideration Per Share, the Series B Cash Consideration Per Share, the Warrant Cash Consideration Per Share and the Common Cash Consideration Per Share, as the case may be, to which each Effective Time Company Stockholder is entitled to receive pursuant to Section 2.7(d) and Section 2.7(h) shall be reduced by an amount obtained by multiplying (x) such Effective Time Company Stockholder’s Pro Rata Portion by (y) the Escrow Amount, rounded to the nearest cent.