Total Shareholder Consideration Paid definition

Total Shareholder Consideration Paid means: ------------------------------------ (a) In the case of a Business Combination, the Value of the total consideration paid to or received by the shareholders of the Company (assuming that no shareholders dissent and seek any available appraisal remedy for their shares), except that if the Business Combination takes the form of a sale or other disposition of assets, it shall be subject to clause (b) below. (b) In the case of a sale of all or substantially all of the Company's assets for securities or cash or other property, whether or not constituting a Business Combination, the Value of the consideration paid for such sale or disposition, less any liabilities of the Company not assumed by the Person to which such sale or disposition is made, plus the Value of any assets not sold or disposed of by the Company; (c) In the case of a liquidation or dissolution of the Company otherwise than in connection with the sale of all or substantially all of the assets of the Company, the Value of the assets of the Company less the liabilities of the Company; and (d) In the case of a Change of Control as defined in clause (a) of Section 10.3, the highest price per share of the Company's Common Stock paid by the Person acquiring or holding such 50% or more of the shares of Common Stock of the Company in the period of 12 months next preceding the date upon which such Person first became the beneficial owner of such 50% or more of the Common Stock of the Company, times the total number of shares of Common Stock of the Company outstanding at such time. In the case of any Change in Control falling within clauses (b) or (c) of the definition thereof in Section 10.3, at a time when the Company or any subsidiary of the Company is general partner of Xxxxxxxx-Xxxxx Veneers, L.P., a Mississippi limited partnership ("Veneers"), and when the partnership interests in Veneers are transferable only in tandem with shares of the Company's Common Stock, and in connection with such Change of Control the Person succeeding to the business of the Company, or a Person affiliated with such Person, succeeds to the business, assets or partnership interests in Veneers, any consideration paid to or received by the shareholders of the Company in their capacities as limited partners or assignees of partnership interests in Veneers shall also be taken into account, without duplication, as part of "Total Shareholder Consideration Paid."
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Related to Total Shareholder Consideration Paid

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

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

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

  • 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.

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

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

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

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • 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.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings 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 Holdings or any of its Subsidiaries.

  • Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.