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 set forth in Section 2.5(a)(i).

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

Examples of Series B Merger Consideration in a sentence

• 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.

• Furthermore, voters who respond to the reduction in the ne by abstaining do not acquire less political information.

• Pursuant to the orders made in consequence, the Registrar received the memorials of the Government and the applicant on 10 and 11 August 1992 respectively.

• At and after the Effective Time, holders of shares of Company Capital Stock shall cease to have any rights as stockholders of the Company, except for the right to receive the Per Share Series A Merger Consideration, Per Share Series B Merger Consideration, Per Share Series C Merger Consideration and Per Share Common Merger Consideration applicable to such shares of Company Capital Stock, in each case in accordance with the terms and conditions of this Agreement.

More Definitions of Series B Merger Consideration

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

Series B Merger Consideration means (a) cash in an amount determined by dividing (i) the Aggregate Series B Cash Merger Consideration by (ii) the Series B Common Stock Outstanding, and (b) the number of Parent Class D Shares determined by dividing (i) the Aggregate Series B Stock Merger Consideration by (ii) the Series B Common Stock Outstanding.

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

Series B Merger Consideration means (A) $400,000 plus (B) ten percent (10%) of the sum of: (u) $56,000,000 (plus or minus, as the case may be, any adjustments to the Base Amount made pursuant to Section 2.2(a)(i), Section 2.2(a)(ii), Section 2.4 or Article X); plus (v) $1,150,000; plus (w) $1,500,000; plus (x) $1,000,000; and the "SERIES B MERGER CONSIDERATION PER SHARE" shall mean the Series B Merger Consideration divided by the number of issued and outstanding shares of Series B Premiere Shares at the Merger Time.

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. 1.7

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, for each share of Company Series B Preferred Stock, an amount of cash equal to the product of (i) a quotient, the numerator of which is the sum of (A) $100.00, plus (B) accrued interest at the rate of six percent (6%) per annum accrued daily on the principal amount of $100.00 calculated for the period beginning the day after the Last Series B Dividend Payment Date until the Effective Time, and the denominator of which is $5.50, multiplied by (ii) $10.50, without interest.