Cash Consideration Per Share definition

Cash Consideration Per Share means the Cash Amount divided by the MacArthur Shares.

Cash Consideration Per Share shall equal the quotient of the Christiana Net Cash divided by 5,136,630. The "Christiana Net Cash" shall mean and be equal to (i) the sum of (A) $20,000,000 obtained in connection with the TLC Dividend, (B) $10,666,667 to be obtained in connection with the Logistic Sale (provided, however, that if such funds are not received by Christiana when and as required under the Logistic Purchase Agreement, such funds will not be considered as part of Christiana Net Cash), (C) $3,000,000 obtained in connection with the Wiscold Note, (D) the cash received from the exercise of stock options and (E) all other cash on hand of Christiana at the Closing minus (ii) the sum of (A) an amount of cash necessary to pay the Christiana Liabilities in full without giving effect to the use or application of any tax deductions relating to the exercise of options or any tax benefits that may be realized as a result of amended Tax Returns and (B) $10,000,000. The "Cash Consideration Per Share" is based on 5,136,630 shares of Christiana Common Stock being issued and outstanding immediately prior to the Effective Time. In the event the number of shares of Christiana Common Stock outstanding immediately prior to the Effective Time is greater or less than 5,136,630, the Cash Consideration Per Share shall be adjusted to equal the quotient of the Christiana Net Cash divided by the number of shares of Christiana Common Stock issued and outstanding immediately prior to the Effective Time. The terms "TLC Dividend," "Wiscold Note" and "Christiana Liabilities" shall have the meanings set forth in Sections 3.1(s), 3.1(t) and 2.2(o), respectively.

Cash Consideration Per Share shall have the meaning set forth in Section 1.6(c)(ii) hereof.

Examples of Cash Consideration Per Share in a sentence

• The amount payable shall consist of cash and a Parent Note, and the amount of cash and the principal amount of the Parent Note shall be in the same relative proportions as the Cash Consideration Per Share and the principal amount of the Note Consideration Per Share.

• Parent, in consultation with the Company prior to the Effective Time, shall have the right to make reasonable rules, not inconsistent with the terms of this Agreement, governing the validity of Letters of Transmittal, the issuance and delivery of certificates for, or other evidence of, Parent Common Stock, and the payment of the Cash Consideration Per Share.

• Within 30 days following the Effective Date, EVI shall (i) complete a post closing audit by EVI of the Christiana Net Cash and (ii) pay to the Exchange Agent on behalf of the holders of the Christiana Shares the Cash Consideration Per Share in respect of such Christiana Shares subject to the prior presentation of the certificates that immediately prior to the Effective Time represented the outstanding Christiana Shares (the "Certificates").

• No dividends or other distributions declared or made after the Effective Time of the Merger with respect to the shares of EVI Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of EVI Common Stock represented thereby and the Cash Consideration Per Share shall not be paid until the holder of record of such Certificate shall surrender such Certificate.

• Each issued and outstanding share of Interline NJ Preferred shall be converted into the right to receive (a) cash in an amount equal to the Preferred Stock Cash Consideration Per Share without interest and (b) that number of shares of Holdco Common equal to the Preferred Stock Equity Consideration Per Share, subject to the fractional share provisions in Section 2.2(c).

More Definitions of Cash Consideration Per Share

Cash Consideration Per Share means $13.664 per share of Company Series A-1 Preferred Stock;

Cash Consideration Per Share means the amount determined by dividing (a) the Cash Consideration by (b) the number of shares of Target Common Stock outstanding as of the Effective Time except as otherwise set forth in Section 3.1(b).

Cash Consideration Per Share means (A) the Total Cash Consideration divided by (B) the Fully-Diluted Company Stock.

Cash Consideration Per Share means the quotient, rounded to the nearest hundredth of a cent, obtained by dividing (i) an amount equal to the Total Cash Consideration, minus the product of (x) the number of shares of Metro Common Stock subject to all issued, outstanding and unexercised Metro Stock Options and Metro Stock Warrants and (y) the Cash Consideration Per Option/Warrant, and (ii) the number of outstanding shares of Metro Common Stock.

Cash Consideration Per Share shall equal the quotient of the Christiana Net Cash divided by 5,149,330. The "Christiana Net Cash" shall mean and be equal to (i) all cash on hand of Christiana at the Closing minus (ii) an amount of cash necessary to pay the Christiana Liabilities in full without giving effect to the use or application of any tax deductions relating to the exercise of options or any tax benefits that may be realized as a result of amended Tax Returns. The Stock Exchange Ratio and the "Cash Consideration Per Share" is based on 5,149,330 shares of Christiana Common Stock being issued and outstanding

Cash Consideration Per Share means $1.35.

Cash Consideration Per Share means an amount equal to the Merger Consideration per Share minus the Escrow Consideration per Share as determined pursuant to this Section 1.8.