Series B Consideration definition

Series B Consideration has the meaning specified in Section 2.6(a)(ii)(2).
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Series B Consideration means the product of the total number of shares of Series B Preferred Stock outstanding immediately prior to the Effective Time and the Per Share Series B Consideration.
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Series B Consideration means the aggregate value of the Company Series B Preferred Stock calculated based on the Aggregate Closing Consideration Value and in accordance with the Company’s Organizational Documents and taking into account amounts necessary to make payments to Company Optionholders in accordance with Section 2.3.
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Examples of Series B Consideration in a sentence

  • If their election is approved, the Company will conclude the aforementioned agreement with both of them.3. The Company has concluded a Directors and Officers liability insurance contract stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company, covering legal damages and litigation expenses to be borne by the insureds due to execution of their duties (however, this excludes certain cases that fall under the exemptions stipulated in theinsurance contract).

  • At Malone’s sole discretion, Malone and Bennett can elect to receive the Series B Alternate Consideration which is all-cash and 7.6% more than the Proposed Series B Consideration.

  • Therefore, the Proposed Series B Consideration – which includes LG Voting Shares and benefits Malone – will likely have an even greater premium in comparison to the Proposed Series A Consideration – which does not include LG Voting Shares.

  • Based on the closing market price of Lions Gate shares on June 29, 2016 ($20.94), the value of the Proposed Series A Consideration is $32.21 per share, which represents a premium of only 14.0% to the closing price of Starz Series A shares that day, and the value of the Proposed Series B Consideration is $33.73 per share, which represents a premium of 20.6% to the closing price of Starz Series B shares that day.

  • Furthermore, at the election Malone, or if Lions Gate does not receive the required stockholder approval to issue the new shares under the Reclassification, the Exchange Stockholders will instead receive per share consideration of $36.30 in cash for each Starz Series B Common Share (the “Series B Alternate Consideration”), an amount 7.6% higher than the value of the Proposed Series B Consideration based on the closing market price of Lions Gate shares on June 29, 2016.

  • In particular, please also provide information as to the manner in which the State party implements its GE.09-46779 patent law to allow export of generic drugs produced in Switzerland to developing countries, following the World Trade Organization amendment to the Trade-related Aspects of Intellectual Property Rights (TRIPS) Agreement in 2005, which was adopted by the State party in 2006.

  • Notwithstanding any provision of this Agreement to the contrary, any Dissenters’ Shares shall not be converted into or represent a right to receive any Per Common Consideration, Per Series A Consideration or Per Series B Consideration, but the holder of such Dissenters’ Shares shall only be entitled to such rights as are granted by the IBCL.

  • Therefore, the structure of the sample may also influence the results of the statistical models that have been applied to the data set.

  • Camac Fund, LP (“ Camac”) and its affiliates (currently a greater than 5% common stockholder) and Sara-Bay Financial (currently a greater than 5% common stockholder) each received a proportionate share of, as applicable, the Series B Consideration and the Series C Consideration in exchange for each such stockholders’ shares of Series B Preferred Stock and/or Series C Preferred Stock, respectively, tendered in the Exchange Offers.

  • In the event of any change occurring after the date hereof and prior to the Effective Time in the underlying amounts used in the determination of the Per Share Series B Consideration, Per Shares Series C Consideration and Per Share Warrant Consideration, the amount of such Per Share Series B Consideration, Per Share Series C Consideration and Per Warrant Share Consideration will be adjusted if and to the extent necessary to reflect the occurrence of such change.


More Definitions of Series B Consideration

Series B Consideration means, with respect to each Series B Share, (i) the Series B Per Share Consideration, if any, for such Series B Share and (ii) the Remaining Per Share Consideration, if any; provided, that if the value of the Series B Per Share Consideration and the Remaining Per Share Consideration (for this purpose, valuing Buyer Common Stock at the Closing Stock Value) exceeds $7.50 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Series B Shares after the date hereof), "Series B Consideration" shall mean, with respect to such Series B Share, the Series B Per Share Consideration for such Series B Share and such portion of the Remaining Per Share Consideration that has an aggregate value (for this purpose, valuing Buyer Common Stock at the Closing Stock Value) equal to $7.50 (subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Series B Shares after the date hereof).
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Series B Consideration shall equal US$0.6625, without interest. The “Series B-1 Consideration” shall equal US$0.6625, without interest. Payment of the above considerations shall be funded from the Merger Consideration received by the Shareholder. The Merger Consideration shall be distributed by Best Elite first to (x) satisfy the rights of the holders of the Best Elite Ordinary Shares (other than the Entrusted Best Elite Ordinary Shares), Series A-1 Preferred, Series B Preferred and Series B-1 Preferred to receive their respective considerations to be funded from the Merger Consideration under this Agreement and then to (y) any debt of Best Elite incurred prior to the Closing Date, which in no event shall be assumed by UMC or the Surviving Corporation. The portion of the Merger Consideration described in clause (x) above may be composed of a combination of cash, UMC Ordinary Shares and UMC ADSs, if any.
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Series B Consideration means 0.14481853 shares of Lightbridge Common.
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Series B Consideration means the number of shares of Lightbridge Common equal to the sum of (i) $2.16 divided by the Calculation Price, plus (ii) the Remainder Amount multiplied by the number of shares of Coral Common into which a share of Coral Series B is convertible immediately prior to the Effective Time.
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Series B Consideration means $10.00 per Company Series B Share (including the stock dividends payable up to but not including the Closing Date).
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Related to Series B Consideration

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

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Base Consideration is defined in Section 2.2.

  • Unit Consideration has the meaning set forth in Section 2.2(a).

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

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.001 per share.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Series A Shares means shares of Series A Convertible Preferred Stock, par value $0.001 per share, of the Company.

  • Series B Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company.

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.