Assumed Per Common Share Closing Consideration definition

Assumed Per Common Share Closing Consideration means, with respect to any Company Option, the amount equal to (a) (i) the Closing Date Merger Consideration, plus (ii) the Exercise Amount (including, for purposes of this definition, only the aggregate proceeds that would be received by the Company upon exercise of such Company Option in full), minus (iii) the sum of the Series C-1 Liquidation Preference, the Series C-2 Liquidation Preference, the Series C-3 Liquidation Preference, the Series B Liquidation Preference, the Series A Liquidation Preference, the aggregate Series A Preferred Warrant Payment, the Rights Preference and the Escrow Amount, divided by (b) the number of Fully Diluted Shares (including, for purposes of ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. this definition, only the aggregate number of shares of Company Common Stock issuable upon the exercise of such Company Option in full in the total number of Fully Diluted Shares).
Sample 1

Related to Assumed Per Common Share Closing Consideration

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

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Buyer Common Stock means the common stock, par value $0.01 per share, of Buyer.

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

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

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

  • Seller Common Stock means the common stock, par value $0.01 per share, of Seller.

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

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

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

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

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Acquiror Common Stock means the common stock, par value $0.001 per share, of Acquiror.

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

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

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

  • Buyer Stock means the common stock, par value $0.0001 per share, of Buyer.

  • 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.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.