Series C Merger Consideration definition

Series C Merger Consideration means $10.03009027, as adjusted pursuant to Section 2.06(h).

Series C Merger Consideration means the quantity Applicable Merger Consideration, multiplied by a fraction which is equal to (a) the Series C Preference Amount, divided by (b) the Total Preference Amount (subject to escrow withholding); and

Series C Merger Consideration means $1,000,000; and the "SERIES C MERGER CONSIDERATION PER SHARE" shall mean the Series C Merger Consideration divided by the number of issued and outstanding shares of Series C Premiere Shares at the Merger Time.

Examples of Series C Merger Consideration in a sentence

• Each share of the Series C Convertible Preferred Stock, no par value, of the Company ("Company Series C Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired pursuant to Section 2.1(b) and Dissenting Shares), shall be converted into and become the right to receive, subject to Section 2.2, 0.000002923350909% of the Residual Merger Consideration (the "Series C Merger Consideration").

• In the event of a Cash Balance Adjustment and/or a Working Capital Adjustment to the Initial Merger Consideration, the Series A Merger Consideration, the Series B Merger Consideration, the Series C Merger Consideration and the Common Merger Consideration shall each be adjusted based on the proportion that the Initial Merger Consideration to be paid to each such series or class bears to the total Initial Merger Consideration, prior to adjustment.

• At the Effective Time, each share of Series C 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 C Merger Consideration.

• The Series C Exchange Ratio is calculated by dividing (i) the quotient obtained by dividing (A) the Series C Merger Consideration less the Series C Cash Consideration, by (B) the number of Outstanding Shares of Series C Preferred, by (ii) the Trading Price.

• The parties acknowledge that the Company shall elect to adopt a plan of recapitalization (the "Recapitalization"), pursuant to which, among other things, the outstanding shares of Series C Preferred shall generally be converted into the right to receive Series C Merger Consideration and the outstanding shares of Series D Preferred shall generally be converted into the right to receive Series D Merger Consideration.

More Definitions of Series C Merger Consideration

Series C Merger Consideration shall have the meaning given to such term in Section 2.1(a)(ii)(E) or Section 2.1(a)(iii)(E), as applicable.

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

Series C Merger Consideration means the amount equal to the Common Stock Merger Consideration multiplied by the Series C Conversion Ratio.

Series C Merger Consideration means the aggregate Series C Per Share Merger Consideration.

Series C Merger Consideration means an amount of cash per share equal to the sum of (i) $0.64 per share plus (ii) the Common Stock Merger Consideration. For illustrative purposes, Schedule C hereto sets forth the calculation of Series C Merger Consideration.

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

Series C 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 C 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.