Common Consideration definition

Common Consideration has the meaning set forth in Section 2.5.

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Common Consideration means the aggregate amount that would be paid in respect of the aggregate number of shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 1.12).

Common Consideration means the aggregate value the Company Common Stock calculated assuming conversion of the Company Series G Preferred Stock, Company Series J Preferred Stock and Company Series K Preferred Stock into Company Common Stock based on the Aggregate Closing Consideration Value and in accordance with the Company's Organizational Documents and taking into account (i) amounts necessary to make payments to Company Optionholders in accordance with Section 2.4 and (ii) the Series I Consideration.

Examples of Common Consideration in a sentence

• As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Company Common Consideration pursuant to this Section 2.1(c) upon the surrender of such certificate in accordance with Section 2.2, without interest.

• The Preferred Consideration, together with the Common Consideration, shall hereinafter be referred to as the “Company Stockholder Consideration” and, together with the Management Consideration (as defined below), the “Merger Consideration”).

• Company Common Stock Warrants with a per share exercise price greater than or equal to the Per Share Common Consideration (“Out-of-the-Money Warrants”) shall be cancelled without consideration.

• None of the Surviving Company, the First Step Surviving Corporation, Parent, Merger Subs or the Exchange Agent shall be liable to any holder of Company Common Stock for any amount of Common Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• In the event that the exercise price of any Company Stock Option is equal to or greater than the Company Common Consideration, such Company Stock Option shall be cancelled at the Effective Time without payment and have no further force or effect.

More Definitions of Common Consideration

Common Consideration has the meaning set forth in Section 2.5(a)(iii).

Common Consideration has the meaning set forth in Section 14(B).

Common Consideration means the product of (x) the aggregate number of shares of Company Capital Stock outstanding immediately prior to the Effective Time multiplied by (y) the Common Consideration Per Share.

Common Consideration means (A) the Merger Consideration, minus (B) the Series A-1 Preferred Liquidation Preference.

Common Consideration means (i) if the Closing Price is equal to or less than 80% of the MOU Price, the product of $8,300,000 and 0.8, (ii) if the Closing Price is greater than 80% of the MOU Price and less than 120% of the MOU Price, the product of (A) $8,300,000 and (B) the quotient of (1) the Closing Price divided by (2) the MOU Price or (iii) if the Closing Price is greater than or equal to the 120% of the MOU Price, the product of $8,300,000 and 1.2, in each case as adjusted by the terms of Section 1.2(i) below.

Common Consideration means the Upfront Consideration plus the Option and Warrant Exercise Proceeds minus the Preferred Stock Liquidation Preferences.

Common Consideration means an amount equal to: