Stock Proration Factor definition

Stock Proration Factor shall have the meaning set forth in Section 3.2(g)(i).

Stock Proration Factor shall have the meaning given such term in Section 2.7(d).

Stock Proration Factor has the meaning set forth in Section 4.02(e).

Examples of Stock Proration Factor in a sentence

• No fraction of a share of Stock Tender Offer Consideration will be issued in exchange for Shares subject to the Stock Proration Factor, no dividend or distribution of the Company shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a Stockholder of the Company.

• Each Cyprus Stock Election Share will be exchanged in the Offer for (i) a number of shares of Parent Common Stock equal to 0.3500 multiplied by a fraction (the "Cyprus Stock Proration Factor"), the numerator of which is the Cyprus Maximum Stock Consideration and the denominator of which is the number of Cyprus Stock Election Shares multiplied by 0.3500, and (ii) cash in an amount equal to $20.54 multiplied by 1 minus the Cyprus Stock Proration Factor.

• The "Preferred Stock Proration Factor" means a fraction (x) the numerator of which shall be the Maximum Preferred Stock Consideration and (y) the denominator of which shall be the product of the aggregate number of Shares subject to all Preferred Stock Elections made by all holders of Shares multiplied by the Preferred Stock Consideration.

• For the avoidance of doubt, for Tax purposes, no adjustment shall be made to the Merger Consideration, Maximum Cash Shares in Merger, Merger Cash Proration Factor or Merger Stock Proration Factor to reflect the effect of any cash distribution permitted to be made by the Company under this Agreement prior to the Effective Time, including any cash dividend paid pursuant to Section 6.4(a).

More Definitions of Stock Proration Factor

Stock Proration Factor means (A) the Stock Share Number divided by (B) the Stock Electing Shares Number.

Stock Proration Factor has the meaning set forth in ss.2(f)(ii).

Stock Proration Factor is defined in Section 2.07(c)(i) of the Agreement.

Stock Proration Factor means a fraction the numerator of which shall be a number equal to 45% of the Aggregate Shares and the denominator of which shall be the aggregate number of Shares covered by all Stock Elections made by all holders of Shares. All Shares covered by a Stock Election, other than that number converted into the right to receive the Stock Consideration in accordance with this Section 2.04(c)(ii), shall be converted into the right to receive the Cash Consideration.

Stock Proration Factor means a fraction (x) the numerator of which shall be the Stock Consideration Cap and (y) the denominator of which shall be the product of the aggregate number of Company Shares subject to all Stock Elections made by all holders of Company Shares, multiplied by the Stock Consideration. All Company Shares subject to a Stock Election, other than that number converted into the right to receive the Stock Consideration in accordance with this Section 2.1(e)(ii), shall be converted into the right to receive the Cash Consideration. All prorations resulting from this Section 2.1(e)(ii) shall be applied on a pro rata basis, such that each Stockholder who tenders subject to a Stock Election bears its proportionate share of the proration, based on the percentage of the total Company Shares subject to a Stock Election tendered by such Stockholder to the aggregate Company Shares tendered subject to Stock Elections.

Stock Proration Factor means the quotient of (x) the excess of the Stock Election Number over the total number of Stock Election Shares divided by (y) the total number of Non-Stock Shares.

Stock Proration Factor means a fraction the numerator of which shall be the Maximum Stock Shares and the denominator of which shall be the aggregate number of shares of Company Common Stock covered by all Stock Elections made by all holders of shares of Company Common Stock. All shares of Company Common Stock covered by a Stock Election, other than that number converted into the right to receive the Stock Consideration in accordance with this Section 1.7(c)(ii), shall be converted into the right to receive the Cash Consideration.