Stock Consideration Ratio definition

Stock Consideration Ratio means, in connection with a Mixed Consideration Merger, 1 — the Cash Consideration Ratio for such Mixed Consideration Merger.
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Stock Consideration Ratio means 1 minus the Mixed Consideration Ratio for the Subject Transaction.
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Stock Consideration Ratio means the quotient obtained by dividing (i) the product of the Parent Stock Price times the Stock Merger Consideration by (ii) the sum of the Cash Merger Consideration, Additional Cash Consideration and the product of the Parent Stock Price times the Stock Merger Consideration.
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Examples of Stock Consideration Ratio in a sentence

  • Each Company Common Unit issued and outstanding immediately prior to the Effective Time (other than any Cancelled Units) shall be automatically converted intothe right to receive a number of fully paid and nonassessable shares of HoldCo Common Stock equal to the Company Common Unit Common Stock Consideration Ratio (subject to rounding in accordance with Section 2.5).

  • This gain will be treated the same as gain from the sale of a partnership interest.


More Definitions of Stock Consideration Ratio

Stock Consideration Ratio means the percentage of Merger Consideration to be paid in shares of Aames Investment Common Stock (with the remaining percentage to be paid in cash), which percentage shall be 50%. For avoidance of doubt, the parties hereto intend, and it shall be the case, that the value of the Preferred Stock Merger Consideration payable in respect of every five shares of Series B Preferred Stock and each
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Stock Consideration Ratio means the quotient obtained by dividing (a) Three Billion Dollars ($3,000,000,000) by (b) the sum of (i) Three Billion Dollars ($3,000,000,000) and (ii) the Aggregate Adjusted Cash Consideration.
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Stock Consideration Ratio means 80%, as adjusted in accordance with Section 2.7(b).
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Stock Consideration Ratio means the quotient obtained by dividing (i) the Aggregate Consideration Stock Amount by (ii) the sum of the Cash Merger Consideration, Additional Cash Consideration and the Aggregate Consideration Stock Amount.
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Stock Consideration Ratio means the following, expressed as a decimal carried out to six places: (Aggregate Parent Share Number * Agreed Value) [Closing Cash Consideration + (Aggregate Parent Share Number * Agreed Value)]
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Stock Consideration Ratio means the percentage of Merger Consideration to be paid in shares of Aames Investment Common Stock (with the remaining percentage to be paid in cash), which percentage shall be 50%. For avoidance of doubt, the parties hereto intend, and it shall be the case, that the value of the Preferred Stock Merger Consideration payable in respect of every five shares of Series B Preferred Stock and each share of Series C Preferred Stock and Series D Preferred Stock shall be fifteen percent (15%) greater than the value of the Common Stock Merger Consideration payable in respect of each share of Aames Financial Common Stock outstanding immediately prior to the First Merger Effective Time. For example, at a valuation of $340 million in connection with the Public Offering, each share of Aames Financial Common Stock will receive merger consideration equal to $3.063 and each outstanding share of Series C and D Preferred Stock and every five shares of Series B Preferred Stock will receive merger consideration equal to $3.522. Notwithstanding anything in the foregoing to the contrary, if the Common Stock Merger Consideration, as calculated above, results in a per share amount less than the per share amount that would result if calculated using the same analysis above but providing instead that the holders of Series B Preferred Stock and Series C Preferred Stock would receive a five percent premium to their liquidation preference set forth in the Certificate of Incorporation (as amended) defining the rights of such series and the holders of Series D Preferred Stock would receive a five percent premium to the value of the consideration that such holder would have received had it converted such Series D Preferred Stock into Aames Financial Common Stock in accordance with the terms of the Certificate of Incorporation (as amended) defining the rights of such series (and a similar treatment is provided for the Series D Warrant, adjusted for the exercise price), then the consideration to be received by the holders of the Common Stock in the Merger shall be increased to equal such higher amount and the consideration payable in the Merger to the holders of Preferred Stock will be appropriately adjusted to reflect such increase in the Common Stock Merger Consideration.
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Related to Stock Consideration Ratio

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

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

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Cash Consideration has the meaning set forth in Section 2.2.

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

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

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

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

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

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

  • 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.

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

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Total Consideration shall have the meaning as set forth in Section 2.8.

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • 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.

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Earn-Out Consideration is defined in Section 2.5(c).