Series B Per Share Merger Consideration definition

Series B Per Share Merger Consideration means, in respect of any Series B Preferred Share, (i) the B Merger Preference, plus (ii) the product of (A) the Common Per-Share Merger Consideration multiplied by (B) the number of shares of Common Stock (which may be fractional) into which such Series B Preferred Share is convertible immediately prior to the Effective Time pursuant to the terms of the Certificate of Incorporation.
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Series B Per Share Merger Consideration means the amount that would be paid pursuant to the Company Charter with respect to each share of Company Series B Preferred Stock upon a Liquidation Event if the total amount available to be distributed to the stockholders of the Company upon such Liquidation Event were equal to the Enterprise Value and (ii) the aggregate number of shares of Company Common Stock issuable upon the exercise in full of all Vested Options outstanding as of immediately prior to the Effective Time were issued and outstanding.
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Series B Per Share Merger Consideration means (i) the Series B Proceeds Amount divided by (ii) the number of shares of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time.
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Examples of Series B Per Share Merger Consideration in a sentence

  • Parent shall cause the Paying Agent to make, and the Paying Agent shall make, payments of the Company Common Share Merger Consideration, the Series B Per Share Merger Consideration and the Warrant Merger Consideration out of the Exchange Fund in accordance with this Agreement and the Articles of Merger.

  • Subject to the terms and conditions of this Agreement, including, without limitation, Section 1.11(a) (regarding the Escrow Amount), each share of Series B Preferred Stock of the Company issued and outstanding immediately prior to the Effective Time (other than Shares described in Section 1.7(c) hereof and any Dissenting Shares) shall be converted into the right to receive the Series B Per Share Merger Consideration, without interest.

  • While there are many who accept this claim, the matter is far from being settled, and proponents of an alethically neutral treatment of information and relev - ance are not hard to find (e.g., Devlin 1991; Colburn 2000; Fetzer 2004).

  • The program targets participants who are able to achieve stable housing, subsidized or unsubsidized, outside of HPRP and within a fairly short time period.

  • Until surrendered as contemplated by this Section 3.02, each Certificate or Company Warrant shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Merger Consideration, Series B Per Share Merger Consideration or Warrant Merger Consideration, as the case may be, as contemplated by this Section 3.02.

  • The Company Common Share Merger Consideration and Series B Per Share Merger Consideration paid upon the surrender for exchange of Certificates representing Company Common Shares or Series B Preferred Shares, as the case may be, in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights and privileges pertaining to the Company Common Shares and Series B Preferred Shares exchanged theretofore and represented by such Certificates.

  • Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably satisfactory to the Company to act as Exchange and Paying Agent (the “Paying Agent”) for the payment or exchange, as applicable, in accordance with this Article III, of the Company Common Share Merger Consideration, the Series B Per Share Merger Consideration and the Warrant Merger Consideration (collectively, such cash being referred to as the “Exchange Fund”).


More Definitions of Series B Per Share Merger Consideration

Series B Per Share Merger Consideration has the meaning set forth in the Net Merger Consideration Payment Schedule.
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Series B Per Share Merger Consideration has the meaning given such term in Section 1.6(c)(v).
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Related to Series B Per Share Merger Consideration

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

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

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

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

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

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

  • 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.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Parent Stock Price means the volume weighted average price per share of the Parent Common Stock on the NYSE for the ten consecutive trading days ending on the complete trading day immediately prior to the Closing Date.

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

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);