Series B Preferred Stock Consideration definition

Series B Preferred Stock Consideration means, with respect to each outstanding share of Series B Preferred Stock, an amount equal to (A) the Estimated Series B Preferred Stock Consideration plus (B) if and when payable, a Pro Rata Portion of (i) amounts payable, directly or indirectly, to the Company Securityholders pursuant to Section 2.7(d) and Section 9.1(b) hereof and (ii) amounts payable, directly or indirectly, to the Company Securityholders from the Escrow Account pursuant to the terms hereof and the Escrow Agreement.

Series B Preferred Stock Consideration means (i) the Cash Component of the Series B Consideration and (b) the Stock Component of the Series B Consideration.

Series B Preferred Stock Consideration means the dollar amount payable on the on the Closing Date in respect of all outstanding shares of Series B Preferred Stock as if the Merger were a Deemed Liquidation Event (as defined in the Company’s Second Amended and Restated Certificate of Incorporation) pursuant to Section V.C.1.1 of the Company’s Second Amended and Restated Certificate of Incorporation.

Examples of Series B Preferred Stock Consideration in a sentence

• The Consideration Statement shall be binding on the Company, on the one hand, and Parent, on the other hand, for purposes of this Section 2.5(a) and shall be used to determine the Closing Merger Consideration (including the Per Share Series A Preferred Stock Consideration, the Per Share Series B Preferred Stock Consideration and the Per Share Common Stock Consideration).

• The “ Closing Ardent Leisure Common Stock Consideration” means the dollar amount equal to (A) the Closing Merger Consideration minus (B) the Closing RedBird Series A Preferred Stock Consideration minus (C) the Closing Series B Preferred Stock Consideration.

• The “ Per Share Series B Preferred Stock Consideration” means an amount of cash equal to the quotient of (A) the Series B Preferred Stock Consideration divided by (B) the number of shares of Series B Preferred Stock outstanding immediately prior to the Effective Time.

• The plan identifies three degrees of coordination intensity: information sharing; strategic coordination; and operational coordination.

• The “ Ardent Leisure Common Stock Consideration” means the dollar amount equal to (A) the Merger Consideration minus (B) the RedBird Series A Preferred Stock Consideration minus (C) the Series B Preferred Stock Consideration.

• The “ Ardent Leisure Common Stock Consideration” means the dollar amount equal to (A) the Merger Considerationminus (B) the RedBird Series A Preferred Stock Consideration minus (C) the Series B Preferred Stock Consideration.

• From and after the Effective Time, the holders of Certificates shall cease to have any rights with respect to such Certificates, except the right to receive the Common Stock Consideration, the Series A Preferred Stock Consideration, the Series B Preferred Stock Consideration, the Series C Preferred Stock Consideration, the Series D Preferred Stock Consideration, or the Series E Preferred Stock Consideration, as applicable, with respect to each of the shares represented thereby.

More Definitions of Series B Preferred Stock Consideration

Series B Preferred Stock Consideration has the meaning assigned to such term in Section 2.2(b).

Series B Preferred Stock Consideration means the product of (a) the Per Share Series B Preferred Stock Consideration, and (b) the number of shares of Series B Preferred Stock outstanding immediately prior to the Closing.

Series B Preferred Stock Consideration means a number of shares of Parent Common Stock equal to the number of the Total Parent Shares allocable to the holders of Company Series B Preferred Shares in accordance with the Company's Amended and Restated Articles of Incorporation as set forth in the Allocation Certificate.