Cash Per Fully-Diluted Common Share definition

Cash Per Fully-Diluted Common Share has the meaning specified in Section 3.1(d).
Sample 1Sample 2Sample 3
Cash Per Fully-Diluted Common Share means (i) the sum of (A) the Merger Consideration, plus (B) the Aggregate Vested Option Exercise Price, divided by (ii) the Aggregate Fully-Diluted Common Shares.
Sample 1Sample 2Sample 3
Cash Per Fully-Diluted Common Share means an amount in cash equal to (A) the applicable Remaining Cash Consideration divided by (B) the Aggregate Fully-Diluted Common Shares.
Sample 1Sample 2

Examples of Cash Per Fully-Diluted Common Share in a sentence

  • Each Holder of Common Shares shall be entitled to receive in respect of the Common Shares held by such holder immediately prior to the Effective Time a portion of the Merger Consideration equal to (x) the Cash Per Fully-Diluted Common Share (as defined below), multiplied by (y) the number of Common Shares held by such holder immediately prior to the Effective Time.

  • Each Holder of Common Shares shall be entitled to receive in respect of the Common Shares held by such holder immediately prior to the Effective Time a portion of the Merger Consideration equal to (x) the Cash Per Fully-Diluted Common Share (as defined below), m ultiplied by (y) the number of Common Shares held by such holder immediately prior to the Effective Time.

  • Each Pre-Closing Holder of Common Shares shall be entitled to receive in respect of the Common Shares held by such holder immediately prior to the Effective Time a portion of the Merger Consideration equal to (x) the Cash Per Fully-Diluted Common Share, multiplied by (y) the number of Common Shares held by such holder immediately prior to the Effective Time.

  • Each Holder of RSUs shall be entitled to receive in respect of the RSUs held by such holder immediately prior to the Effective Time a portion of the Merger Consideration equal to (i) the product of (x) the Cash Per Fully-Diluted Common Share, multiplied by (y) the aggregate number of RSUs held by such holder immediately prior to the Effective Time (such amount with respect to any Holder of RSUs, the “RSU Consideration”).

  • Each Holder of RSUs shall be entitled to receive in respect of the RSUs held by such holder immediately prior to the Effective Time a portion of the Merger Consideration equal to (i) the product of (x) the Cash Per Fully-Diluted Common Share, m ultiplied by (y) the aggregate number of RSUs held by such holder immediately prior to the Effective Time (such amount with respect to any Holder of RSUs, the “RSU Consideration”).


More Definitions of Cash Per Fully-Diluted Common Share

Cash Per Fully-Diluted Common Share means the Merger Consideration, divided by the Aggregate Fully-Diluted Common Shares.
Sample 1
Cash Per Fully-Diluted Common Share means (1) the sum of (A) the Merger Consideration, plus (B) the Aggregate Option Exercise Price (defined below), divided by (2) the Aggregate Fully-Diluted Common Shares. The “Aggregate Fully-Diluted Common Shares” shall be (i) the sum of the Common Shares held by all holders immediately prior to the Effective Time of the Merger, plus (ii) the aggregate number of Common Shares issuable upon the exercise in full of all Vested Options held by all holders immediately prior to the Effective Time of the Merger, plus (iii) the aggregate number of Dissenting Common Shares. The “Aggregate Option Exercise Price” shall mean the sum of the cash exercise prices that would be payable upon exercise in full of all Vested Options held by all holders of Vested Options immediately prior to the Effective Time of the Merger.
Sample 1
Cash Per Fully-Diluted Common Share means (i) an amount equal to (A) the Holdings Equity Amount, minus (B) the amount of Holder Allocable Expenses paid by the Surviving Corporation to the Holder Representative in accordance with Section 1.7 plus (C) the Aggregate Option Exercise Price, divided by (ii) the Aggregate Fully-Diluted Shares.
Sample 1
Cash Per Fully-Diluted Common Share means (i) the sum of (A) the Common Equity Merger Consideration, plus (B) the Aggregate Option Exercise Price (defined below), divided by (ii) the Aggregate Fully-Diluted Common Shares. The "Aggregate Fully-Diluted Common Shares" shall be the (i) aggregate number of shares of Common Stock held by all holders immediately prior to the Effective Time of the Merger (other than shares, if any, held in the treasury of the Company), plus (ii) the aggregate number of shares of Common Stock issuable upon the exercise in full of all Options (whether or not exercisable by their terms) held by all holders immediately prior to the Effective Time of the Merger; and the "Aggregate Option Exercise Price" shall mean the sum of the cash exercise prices paid or payable upon exercise in full of all Options held by all holders immediately prior to the Effective Time of the Merger.
Sample 1
Cash Per Fully-Diluted Common Share means (1) the sum of (A) the Merger Consideration, plus (B) the Aggregate Option Exercise Price (defined below), divided by (2) the Aggregate Fully-Diluted Common Shares. The “Aggregate Fully-Diluted Common Shares” shall be the sum of (i) the aggregate number of Common Shares held by all holders immediately prior to the Effective Time of the Merger (including Rollover Shares, if any), plus (ii) the aggregate number of Common Shares issuable upon the exercise in full of all Vested Options (including Rollover Options, if any) held by all holders immediately prior to the Effective Time of the Merger, plus (iii) the aggregate number of Dissenting Common Shares. The “Aggregate Option Exercise Price” shall mean the sum of the cash exercise prices that would be payable upon exercise in full of all Vested Options (including Rollover Options, if any) held by all holders of Vested Options immediately prior to the Effective Time of the Merger.
Sample 1
Cash Per Fully-Diluted Common Share means (A) the sum of (1) the Initial Merger Consideration, plus (2) the Aggregate Warrant Exercise Price (defined below), plus (3) the Aggregate Converted Option Exercise Price (defined below), divided by (B) the Aggregate Fully Diluted Common Shares. The “Aggregate Fully Diluted Common Shares” shall be the sum of: (a) the aggregate number of Common Shares held by all Holders immediately prior to the Effective Time of the Merger, plus (b) the aggregate number of Common Shares issuable upon the exercise in full of all Warrants held by all Holders immediately prior to the Effective Time of the Merger, plus (c) the aggregate number of Common Shares issuable upon the exercise in full of all Converted Options (whether or not then exercisable) held by all Holders immediately prior to the Effective Time of the Merger, plus (d) the aggregate number of Dissenting Shares (if any). The “Aggregate Warrant Exercise Price” shall mean the sum of the exercise prices payable upon exercise in full of all Warrants held by all Holders of Warrants immediately prior to the Effective Time of the Merger. The “Aggregate Converted Option Exercise Price” shall mean the sum of the exercise prices payable upon exercise in full of all Converted Options held by all Holders of Converted Options immediately prior to the Effective Time of the Merger.
Sample 1

Related to Cash Per Fully-Diluted Common Share

  • Fully-Diluted Common Stock means, at any time, the then outstanding Common Stock plus (without duplication) all shares of Common Stock issuable, whether at such time or upon the passage of time or the occurrence of future events, upon the exercise, conversion, or exchange of all then outstanding Common Stock Equivalents.

  • Fully Diluted Company Shares means the total number of issued and outstanding shares of Company Common Stock, (a) after giving effect to the Company Preferred Stock or otherwise treating shares of Company Preferred Stock on an as-converted to Company Common Stock basis, and (b) treating all outstanding in-the-money Specified Company Warrants as fully vested and as if the Specified Company Warrants had been exercised for cash as of the Effective Time, but for the avoidance of doubt excluding any Company Securities described in Section 1.11(b).

  • Fully Diluted Basis means, when calculating the number of Outstanding Units for any period, a basis that includes, in addition to the Outstanding Units, all Partnership Securities and options, rights, warrants and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided, however, that for purposes of determining the number of Outstanding Units on a Fully Diluted Basis when calculating whether the Subordination Period has ended or Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Securities, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided, further, that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

  • Common Share means one share of the common stock of the Company.

  • Ordinary Share means a Class A Ordinary Share or a Class B Ordinary Share;

  • Fully Diluted means, with respect to the Common Stock, as of a particular time the total outstanding shares of Common Stock as of such time, determined by treating all outstanding options, warrants and other rights for the purchase or other acquisition of Common Stock as having been exercised and by treating all outstanding Convertible Securities as having been so converted.

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Fully Diluted Shares means total diluted shares as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, but shall exclude the dilutive effect of any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • 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.

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

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Class C Ordinary Share shall have the meaning ascribed to it in Section 2.4(a).

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • NAV per Share means the value of a Share determined under Section 4.1.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

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

  • Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.

  • equity share means any share of any class of shares of a company carrying voting rights under all circumstances and any share of any class of shares carrying voting rights by reason of the occurrence of any contingency that has occurred and is continuing; (“action participante”)

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Existing Common Stock means shares of common stock of Delphi that are authorized, issued, and outstanding prior to the Effective Date.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Ordinary Shares shall have the meaning given in the Recitals hereto.