Series B Merger Consideration definition

Series B Merger Consideration means an amount equal to the Per Share Series B Merger Consideration multiplied by the aggregate number of shares of Series B Preferred Stock outstanding as of immediately prior to the Effective Time.

Series B Merger Consideration has the meaning specified in Section 3.01(e).

Series B Merger Consideration has the meaning set forth in Section 2.5(a)(i).

Examples of Series B Merger Consideration in a sentence

• For the avoidance of doubt, in no event shall the sum of the aggregate amount of the Per Share Series A Merger Consideration, the Per Share Series A-1 Merger Consideration, the Per Share Series A-2 Merger Consideration, the Per Share Series B Merger Consideration and the Per Share Common Stock Consideration exceed the Aggregate Merger Consideration.

• At the Effective Time, each share of Series B Preferred issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section 2.8(a), an amount of cash (without interest) equal to the Per Share Series B Merger Consideration.

• At the Effective Time, all such shares of Series B Preferred Stock and any and all rights related thereto shall cease to be outstanding, shall be cancelled and shall cease to exist, and each such share of Series B Preferred Stock shall thereafter represent only the right to receive the Series B Merger Consideration in accordance with this Agreement.

• Subject to Section 2.2, each share of Company Common Stock (other than (i) shares to be cancelled in accordance with Section 2.1(b) and (ii) Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to $11.60 per share (the “Company Common Consideration” and, together with the Company Series B Merger Consideration, the “Merger Consideration”).

• Subject to Section 2.1(f), each issued and outstanding share (including any dissenting shares) of the Company Series B Preferred Stock at the Effective Time shall be converted into the right to receive 399.99994 (the “Series B Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Series B Merger Consideration” and together with the Common Merger Consideration and the Series B Merger Consideration, the “Merger Consideration”), rounded to the nearest whole share.

More Definitions of Series B Merger Consideration

Series B Merger Consideration means an amount of cash per share equal to the sum of (i) $0.5774168 plus (ii) the Common Stock Merger Consideration. For illustrative purposes, Schedule C hereto sets forth the calculation of Series B Merger Consideration.

Series B Merger Consideration means the portion of the Base Purchase Price (in the case of the Base Merger Consideration) or the Final Purchase Price (in the case of the Final Merger Consideration) that would be payable to the holders of Series B Units issued and outstanding immediately prior to the Effective Time (other than any Company Interests to be cancelled pursuant to Section 2.5(a)(i)), if the Company were to distribute the Base Purchase Price or the Final Purchase Price (as the case may be) to the holders of the Company Interests as a Liquidating Distribution.

Series B Merger Consideration means the aggregate Merger Consideration to be distributed to the holders of the Outstanding Shares of Series B Preferred pursuant to this Agreement.

Series B Merger Consideration means $10.00, as adjusted pursuant to Section 2.06(h).

Series B Merger Consideration means, subject to final determination based on the Final Closing Date Balance Sheet,

Series B Merger Consideration means the Merger Consideration determined by dividing the Series B Liquidation Preference by the Trading Price. "Signing Price" shall mean the average closing sale price of Parent Common Stock as reported on the Nasdaq National Market for the ten (10) consecutive trading days ending on the third business day prior to the date of this Agreement. "Shareholder" shall mean each holder of any Company Capital Stock immediately prior to the Effective Time. "Trading Price" shall be equal to the Signing Price, provided, however, that if the Meeting Price is between twenty percent (20%) to twenty-five percent (25%) higher or lower than the Signing Price, the Trading Price shall be equal to the Meeting Price, provided, further, that if the Meeting Price is greater than twenty-five percent (25%) higher than the Signing Price, the Trading Price shall be equal to one hundred twenty-five percent (125%) of the Signing Price, and provided, further, that if the Meeting Price is greater than twenty-five percent (25%) lower than the Signing Price, the Trading Price shall be equal to seventy-five percent (75%) of the Signing Price.

Series B Merger Consideration means a number of shares of Parent Common Stock (valued at the Determined Price) and an amount of cash which together shall 11 have an aggregate value equal to the product of (A) the Adjusted Total Merger Consideration and (B) the quotient of (x) the Charter B Consideration and (y) the Charter ABC Consideration.