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 has the meaning given such term in Section 1.6(c)(v).
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Series B Per Share Merger Consideration means the quotient of (i) the Series B Aggregate Merger Consideration divided by (ii) the Series B Conversion Shares.
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Examples of Series B Per Share Merger Consideration in a sentence

  • 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.

  • 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).

  • 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”).

  • 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.

  • 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.

  • 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.

  • No interest shall be paid or accrue on the Company Common Share Merger Consideration, the Series B Per Share Merger Consideration or Warrant Merger Consideration.


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 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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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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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 $1,200,000,000.

  • Merger Consideration has the meaning set forth in Section 2.1(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 3.2(a)(ii).

  • 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.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

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

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • 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).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • 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.

  • 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 $0.001 per share, of the Company.