Closing Per Share Cash Merger Consideration definition

Closing Per Share Cash Merger Consideration means an amount in cash equal to (i) the Closing Per Share Merger Consideration Value minus (b) (i) the Closing Per Share Stock Merger Consideration multiplied by (ii) the Acquiror Common Stock Reference Price.
Sample 1
Closing Per Share Cash Merger Consideration means an amount equal to the quotient (without rounding) obtained by dividing (i) the Cash Purchase Price less the Indemnity Escrow Amount, less the Adjustment Escrow Amount, less the Holders’ Representative Fund Amount by (ii) the Fully Diluted Share Number.
Sample 1
Closing Per Share Cash Merger Consideration means (a) the Closing Cash Merger Consideration minus the Closing Payments to Qualified Recipients; divided by (b) the aggregate number of shares of Company Capital Stock outstanding immediately prior to the Effective Time (other than the Cancelled Shares). “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. “Code” shall mean the Internal Revenue Code of 1986, as amended. “Company Bonus Arrangement” means each of the New Company Bonus Arrangements and Prior Company Bonus Arrangements. “Company Capital Stock” shall mean the capital stock of the Company. “Company Contract” shall mean any Contract to which the Company is or was a party or by which the Company is or was bound. “Company Database” shall mean each database in which Private Data or other confidential or proprietary information is or has been maintained by or for the Company. “Company Employee Plan” shall mean any plan, program, policy, practice, Contract or other arrangement providing for compensation, severance, termination indemnity, change of control, termination pay, deferred compensation, profit sharing, performance awards, equity or equity-related awards, retirement benefits, welfare benefits, health benefits or medical, dental, vision, disability, accident or life insurance benefits, Code Section 125 pre-tax benefits, fringe benefits, perquisites or other employee benefits or remuneration of any kind, and any other plans, programs or arrangements similar to the foregoing, whether written, unwritten or otherwise, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA which is or has been maintained, sponsored, contributed to or required to be contributed to by the Company for the benefit of any current or former Employee (or any dependent thereof), or with respect to which the Company has or may have any liability or obligation. “Company IP” shall mean any and all Intellectual Property Rights and Intellectual Property that are owned by, or purported to be owned by, the Company.
Sample 1

Examples of Closing Per Share Cash Merger Consideration in a sentence

  • Promptly thereafter, the Buyer shall cause the Surviving Corporation to deliver in exchange for such lost, stolen or destroyed certificate the applicable portion of the Closing Per Share Cash Merger Consideration with respect to the Common Stock, Series A Preferred Stock, Warrant or Option, as applicable, formerly represented thereby.

  • The District – unilaterally – and significantly altered retiree health benefits last year.

Related to Closing Per Share Cash Merger Consideration

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

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

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

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

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

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

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • 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.

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

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • 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 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.

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

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

  • Cash Consideration has the meaning set forth in Section 2.2.

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

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

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

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

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

  • 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.