Applicable Per Share Closing Equityholder Consideration definition

Applicable Per Share Closing Equityholder Consideration means, (A) with respect to a share of Series A-1 Preferred Stock, the Series A-1 Preference Amount plus the Per Share Closing Common Amount, (B) with respect to a share of Series A Preferred Stock, the Series A Preference Amount, (C) with respect to a share of Series B Preferred Stock, the Series B Preference Amount, (D) with respect to a share of Series C Preferred Stock, the lesser of (x) Series C Preference Amount plus the Per Share Closing Common Amount, and (y) $0.4912, (E) with respect to a share of Series D Preferred Stock, the lesser of (x) Series D Preference Amount plus the Per Share Closing Common Amount, and (y)
Sample 1
Applicable Per Share Closing Equityholder Consideration means, (A) with respect to a share of Series A-1 Preferred Stock, the Series A-1 Preference Amount plus the Per Share Closing Common Amount, (B) with respect to a share of Series A Preferred Stock, the Series A Preference Amount, (C) with respect to a share of Series B Preferred Stock, the Series B Preference Amount, (D) with respect to a share of Series C Preferred Stock, the lesser of (x) Series C Preference Amount plus the Per Share Closing Common Amount, and (y) $0.4912, (E) with respect to a share of Series D Preferred Stock, the lesser of (x) Series D Preference Amount plus the Per Share Closing Common Amount, and (y) $0.7430, (F) with respect to a share of Common Stock, the Per Share Closing Common Amount.
Sample 1

Examples of Applicable Per Share Closing Equityholder Consideration in a sentence

  • Parent shall pay to each holder of a share of Series B Preferred Stock (determined as of immediately prior to the Effective Time) a per share amount equal to the Series B Preference Amount less the Applicable Per Share Closing Equityholder Consideration paid to such Company Equityholder on account of such share of Series B Preferred Stock pursuant to Section 2.01(b)(i)(A)(i) (without regard to any reduction in such amount on account of the Escrow Amount); and d.

  • Parent shall pay to each holder of a share of Series D Preferred Stock (determined as of immediately prior to the Effective Time) a per share amount equal to the Series D Preference Amount less the Applicable Per Share Closing Equityholder Consideration paid to such Company Equityholder on account of such share of Series D Preferred Stock pursuant to Section 2.01(b)(i)(A)(i) (without regard to any reduction in such amount on account of the Escrow Amount); b.

  • Parent shall pay to each holder of a share of Series A Preferred Stock (determined as of immediately prior to the Effective Time) a per share amount equal to the Series A Preference Amount less the Applicable Per Share Closing Equityholder Consideration paid to such Company Equityholder on account of such share of Series A Preferred Stock pursuant to Section 2.01(b)(i)(A)(i) (without regard to any reduction in such amount on account of the Escrow Amount).

  • Parent shall pay to each holder of a share of Series C Preferred Stock (determined as of immediately prior to the Effective Time) a per share amount equal to the Series C Preference Amount less the Applicable Per Share Closing Equityholder Consideration paid to such Company Equityholder on account of such share of Series C Preferred Stock pursuant to Section 2.01(b)(i)(A)(i) (without regard to any reduction in such amount on account of the Escrow Amount); c.

  • The aggregate Applicable Per Share Closing Equityholder Consideration payable at Closing to each Company Stockholder that is not an Accredited Stockholder shall be paid in cash.

Related to Applicable Per Share Closing Equityholder Consideration

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

  • 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.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

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

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

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

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

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • 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 Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

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

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

  • Final Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Final Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

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

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).