Common Merger Consideration Per Share definition

Common Merger Consideration Per Share means the quotient (expressed in dollars and cents) determined by dividing the Common Merger Consideration by the Common Base Number (subject to the reductions provided for in Section 2.6 and Section 2.10).
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Common Merger Consideration Per Share means the dollar amount equal to (a) the Merger Consideration divided by (b) the Common Base Number.
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Common Merger Consideration Per Share. Section 3.1.3 “Company” Preamble “Company Articles” Section 4.2
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Examples of Common Merger Consideration Per Share in a sentence

  • For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor.

  • Each share of Class B Common Stock of the Company issued and outstanding immediately prior to the Effective Time and all rights in respect thereof, shall be cancelled and converted into and represent the right to receive an amount in cash, without interest, equal to the Closing Class B Common Merger Consideration Per Share as set forth on the Closing Payment Schedule.

  • Each share of Class A Common Stock of the Company issued and outstanding immediately prior to the Effective Time and all rights in respect thereof, shall be cancelled and converted into and represent the right to receive an amount in cash, without interest, equal to the Closing Class A Common Merger Consideration Per Share as set forth on the Closing Payment Schedule.

  • Each share of common stock, par value $10.00 per share (“Company Common Stock”), of the Company issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 3.1.4) shall be converted, subject to Section 3.2.4, into the right to receive an amount in cash equal to the Common Merger Consideration Per Share, payable to the holder thereof in accordance with the provisions of this Agreement, without interest.


More Definitions of Common Merger Consideration Per Share

Common Merger Consideration Per Share shall equal the quotient of the Common Merger
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Common Merger Consideration Per Share means the Common Merger Consideration divided by the Fully Diluted Common Shares.
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Related to Common Merger Consideration Per Share

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

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

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

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

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

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

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

  • 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).

  • Parent Class A Common Stock means the Class A 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.

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

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

  • 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).

  • 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;

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

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

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

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

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

  • REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holder of REIT Shares entitled to rights.

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