Escrow Per Share Amount definition

Escrow Per Share Amount means, with respect to each share of Company Capital Stock held by a Company Stockholder, the product of (i) the cash otherwise payable in exchange for such share pursuant to Section 1.7(a)(i) or Section 1.7(a)(ii) and (ii) with respect to each share of Series E Preferred Stock and Series E-1 Preferred Stock, 10.92391%, with respect to each share of Junior Preferred Stock, 23.75233%, and, with respect to each share of Subordinate Junior Preferred Stock and Company Common Stock, zero (0) (such product the “Initial Escrow Per Share Amount”); provided, however, that if the aggregate of the Escrow Per Share Amounts calculated in accordance with the percentages above is not equal to the Stockholder Escrow Amount, then the Escrow Per Share Amount for each such share shall be adjusted, pro rata based on the relationship the amount payable pursuant to Section 1.7(a) with respect to each such share bears to the aggregate amount payable to all Company Stockholders pursuant to Section 1.7(a), such that the aggregate Escrow Per Share Amounts for all shares of Company Capital Stock shall equal the Stockholder Escrow Amount.

Escrow Per Share Amount shall be equal to the quotient (rounded to the second decimal place) of (A) the Escrow Remainder divided by (B) the number of Diluted Shares (excluding the Receivership Stock).

Escrow Per Share Amount shall be equal to the quotient of (x) $49,950,000 divided by (y) the Fully Diluted In the Money Total. The “Escrow Amount” shall initially be $49,950,000, and shall be reduced from time to time in accordance with Article IX, and shall be increased from time to time by the amount of any interest, dividends, earnings and other income on such amount. The “Equityholders’ Representative Expense Amount” shall be $250,000, and shall be increased from time to time by the amount of any interest, dividends, earnings and other income on such amount. The Equityholders’ Representative Per Share Expense Amount is defined in Annex I hereto.

Examples of Escrow Per Share Amount in a sentence

• The "Escrow Exchange Ratio" shall be equal to the quotient (rounded to the fourth decimal place) of (A) the sum of the Per Share Amount plus the Escrow Per Share Amount divided by (B) the Average Closing Price.

• The "Escrow Per Share Amount" shall be equal to the quotient (rounded to the second decimal place) of (A) the Escrow Remainder divided by (B) the number of Diluted Shares (excluding the Receivership Stock).

• After payment of the Offset Amount and/or Receiver Payment Credit amount (or such lesser amount as determined in the immediately preceding sentence) to Parent, each former holder of Company Common Stock that received the Per Share Amount pursuant to Section 2.1(a) of the Merger Agreement shall be entitled to receive an amount of cash equal to the Escrow Per Share Amount, with the interest earned thereon while held by the Escrow Agent.

• Each former holder of Company Common Stock that received the Per Share Amount pursuant to Section 2.1(a) hereof shall be entitled to receive an amount of cash equal to the Escrow Per Share Amount (as defined in Section 2.6(d)(i) hereof), with the interest earned thereon while held by the Escrow Agent (the aggregate amount of cash payable to such former holders of Company Common Stock is referred to herein as the "Additional Stockholder Payment").

• In the event that, at the Effective Time, the exercise price of any Stock Option (whether vested or unvested) is equal to or greater than the Per Share Consideration reduced by both the Escrow Per Share Amount and the Equityholders’ Representative Per Share Expense Amount, such Stock Option shall be cancelled and terminated without payment therefor and have no further force or effect.

More Definitions of Escrow Per Share Amount

Escrow Per Share Amount has the meaning set forth in Section 3.5(d).

Escrow Per Share Amount means the quotient of (A) the Escrow Amount, divided by (B) the sum of the number of Shares issued and outstanding immediately prior to the Effective Time plus the total number of Shares subject to Exercisable Options.

Escrow Per Share Amount means the Escrow Amount Payable divided by the number of Fully Diluted Shares, without interest;

Escrow Per Share Amount means, with respect to any share of Common Stock or Preferred Stock, or any share of Common Stock or Preferred Stock subject to Options or Warrants, an amount per share equal to the Escrow Amount multiplied by a fraction (x) the numerator of which is the amount of cash consideration payable in respect of such share (assuming the entire Escrow Amount ultimately is paid out to the Equityholders) and (y) the denominator of which is the amount of cash consideration payable in respect of all such shares at the Closing (assuming the entire Escrow Amount ultimately is paid out to the Equityholders).

Escrow Per Share Amount shall be equal to the quotient (rounded down to the fourth decimal place) of (A) the aggregate amount of the Escrow Deposits divided by (B) the number of Accredited Shares. The amount of the Escrow Deposits may be reduced in accordance with the terms of this Agreement, including without limitation, pursuant to Article 11.

Escrow Per Share Amount means an amount of cash equal to the Escrow Cash divided by the Outstanding Company Capital Stock.

Escrow Per Share Amount means: