Total Merger Shares definition

Total Merger Shares means 22,834,806 shares of Parent Common Stock.

Total Merger Shares shall equal the product of (A) the Total Merger Consideration multiplied by (B) a fraction, the numerator of which is the number of Actual Closing Shares and the denominator of which is the number of Fully-Diluted Closing Shares. The "Total Merger Consideration" shall be calculated as follows:

Total Merger Shares shall have the meaning set forth in Section 1.5(b)(i).

Examples of Total Merger Shares in a sentence

• Total Merger Shares" shall have the meaning set forth in Section 1.5(b)(i).

• It is the intention of the parties that the Total Merger Shares shall qualify for the income tax treatment specified in Section 354(a)(1) of the Code.

• The Escrow Shares will be withheld from the Company Stockholders on a pro-rata basis in proportion to the total amount of the Total Merger Shares that would otherwise be paid to the Company Stockholders pursuant to Section 3.1. The Escrow Shares will be held for the Company Stockholders' respective accounts in accordance with the terms of the Escrow Agreement.

• On the Closing Date and pursuant to the Escrow ------ Agreement, the Purchaser, on behalf of the Company Stockholders, will deposit in an escrow account (the "ESCROW ACCOUNT") a number of shares of the Purchaser -------------- Common Stock equal to twenty percent (20%) of the number of shares of the Total Merger Shares (such shares, the "ESCROW SHARES"), rounded up to the nearest ------------- whole share.

• In the event that pursuant to the terms of the Broadview Agreement, Broadview International LLC shall not be entitled to receive such Deferred Third Party Expense Amount, in whole or in part, such amount shall instead be distributed to the Company Stockholders in proportion to the portion of the Total Merger Shares received by each such Company Stockholder, in such reasonable manner as may be agreed upon among the Company Stockholders, Broadview International LLC and the parties hereto, as appropriate.

More Definitions of Total Merger Shares

Total Merger Shares shall have the meaning ascribed to such term in Section 1.5(b) of this Agreement.

Total Merger Shares means 3,479,375 shares of Parent Common Stock;

Total Merger Shares means the whole number of shares of Parent Common Stock equal to (A) $33,221,235, divided by (B) $6.85, which shall initially equal 4,849,815; provided, however, that in the event the average closing price of the Parent's Common Stock as reported on the Nasdaq National Market System (the "Nasdaq NMS") for the fifteen (15) trading days ending the second day prior to the day of the Parent Stockholders' Meeting (as defined in Section 4.10(a)) called for the purpose of approving the Merger (the "Closing Price") is more than $7.88, then Total Merger Shares shall equal (x) $38,204,420, divided by (y) the Closing Price.

Total Merger Shares means the number of shares of Finisar Preferred Stock equal to the quotient obtained by dividing (i) the Total Adjusted Merger Consideration by (ii) the product of the Finisar Share Price and the Finisar Series A Conversion Rate.

Total Merger Shares means the Aggregate Closing Shares, plus the Aggregate Earnout Shares, plus the Aggregate Escrow Shares.

Total Merger Shares shall be equal to the quotient obtained by dividing (1) the Adjusted Merger Consideration, by (2) the Average Acquiror Closing Price. The “Adjusted Merger Consideration” shall be equal to (x) $4,000,000, minus (y) (1) the total amount of Third Party Expenses (as defined in Section 9.3), including, without limitation, all fees, costs and expenses of services provided to Target as listed on Schedule 2.1(c), (2) the amount of Accrued Legal Expenses (as defined below) to be paid pursuant to Section 8.3(a), (3) outstanding Third Party Expenses representing reasonable legal fees incurred by the Target for services provided by Cxxxxx Godward LLP not paid by Acquiror prior to the Effective Time pursuant to Section 8.3(a), and (4) the excess, if any, of the total amount of all liabilities, other than Third Party Expenses and Accrued Legal Expenses, outstanding at Closing, including, without limitation, severance obligations and deferred compensation, over the Target’s cash balance at Closing. For purposes of this Agreement, “Accrued Legal Expenses” shall mean reasonable expenses, other than Third Party Expenses, incurred but not paid by Target prior to the Effective Time for legal services provided to the Target by Cxxxxx Godward LLP. The “10-Day Average Acquiror Closing Price” shall be equal to the average closing price of Acquiror Common Stock (as quoted on the Nasdaq National Market as reported in The Wall Street Journal) for the 10 trading day period immediately prior to the Closing Date. The “Average Acquiror Closing Price” shall be equal to the 10-Day Average Acquiror Closing Price, subject to the following limitation: if the 10-Day Average Acquiror Closing Price is less than $7.50, then the Average Acquiror Closing Price shall be $7.50; provided, however, if the 10-Day Average Acquiror Closing Price is less than $5.50, the Target shall have the right to terminate this Agreement. Examples of the calculation of the Average Acquiror Closing Price are set forth on Schedule 2.1(c)(ii). The “Diluted Target Capitalization” shall be equal to the aggregate number of shares of Target Common Stock outstanding as of immediately prior to the Effective Time (assuming for such calculation the conversion of all shares of Target Preferred Stock).

Total Merger Shares means as follows: if the Average Closing Price is equal to or less than the Initial Quoted Price, then the Total Merger Shares shall be the result of dividing $20,000,000 by the Average Closing Price. If the Average Closing Price is greater than the Initial Quoted Price, then the Total Merger Shares shall be the result of dividing $20,000,000 by the Initial Quoted Price.