Class C Merger Consideration definition

Class C Merger Consideration means a number of shares of Acquiror Class C Common Stock equal to the quotient obtained by dividing (i) 90% (subject to adjustment to comply with the listing requirements set forth under Nasdaq Listing Rule 5505(b)(2) with respect to Acquiror) of the Base Purchase Price, by (ii) $10.00.
Class C Merger Consideration means the amount equal to the product of (i) the total number of shares of Class C Common Stock issued and outstanding immediately prior to the Effective Time (other than Class C Common Stock held by the Company as treasury stock or held by the Merger Sub), multiplied by (ii) the Class C Liquidation Value.
Class C Merger Consideration means the aggregate amount of accrued Special Dividends (as defined in the certificate of incorporation) to the extent unpaid as of the Adjustment Time.

Examples of Class C Merger Consideration in a sentence

  • Section 2.2(d) Class C Merger Consideration...............................................

  • There are no declared and unpaid dividends in respect of any Equity Securities of the Company (other than any accrued but unpaid dividends in respect of the Company's Class C Common Stock pursuant to the Company's certificate of incorporation included in the Class C Merger Consideration).

  • The Class C Merger Consideration and the Common Merger Consideration, if any, shall be payable entirely in cash; subject to such requirement, the number of shares of Parent Common Stock and the amount of cash comprising the Total Merger Consideration shall be allocated among the Class A Merger Consideration, Class B Merger Consideration, Class C Merger Consideration, Class D Merger Consideration, and Class E Merger Consideration pro rata in the same proportion of shares to cash.

  • If any amounts become due to the holders of the Class C Common Stock under this Section 2.7 and the Earn-Out Agreement, the Stockholder Representative shall direct such funds or shares to be deposited in the Trust Account, for distribution by the Trustees to the StatusOne Stockholders and the holders of the Options in amounts proportionate to the Class C Merger Consideration to which they may be entitled under the terms of the Trust.


More Definitions of Class C Merger Consideration

Class C Merger Consideration has the meaning set forth in Section 2.1(c) hereof.
Class C Merger Consideration means the sum of all amounts payable to holders of Class C Interests under Section 3.02 and Section 3.03 hereof.
Class C Merger Consideration means cash in an aggregate amount equal to the lesser of:
Class C Merger Consideration shall equal 10 shares of Recapitalized Common Stock and a number of shares of the Company's newly authorized Class A Preferred Stock, par value $.01 per share, equal to the result of (i) the product of (x) the Cash Merger Consideration and (y) 0.6 divided by (ii) 1,000 and with the terms and conditions identical to the preferred stock issued immediately prior to the Effective Time by MergerCo to the Fund (it being understood that the securities constituting the Class C Merger Consideration will be issued at the same price and in the same proportion or "strip" as the comparable securities are issued to the Fund)."

Related to Class C Merger Consideration