Common Per Share Merger Consideration definition

Common Per Share Merger Consideration means, with respect to each share of Common Stock, (i) the Closing Common Per Share Consideration payable in respect of such share of Common Stock in the Merger, plus (ii) the amount of the Allocable Percentage of the Merger Consideration Adjustment Amount, Escrow Amount and Representative Fund Amount attributable to such share of Common Stock.

Common Per Share Merger Consideration means the Common Merger Consideration divided by the Full Dilution Number.

Common Per Share Merger Consideration means the Common Merger Consideration divided by the number of shares of Fully-Diluted Common Stock. “Common Warrant In-the- Money Amount” means the amount, rounded to the nearest cent, determined by the Iterative Process, equal to the Common Per-Share Merger Consideration assuming that the Total Cash Equity Price is equal to the Estimated Total Cash Equity Price.

Examples of Common Per Share Merger Consideration in a sentence

• No payment shall be made to the extent that the per share exercise price for such Option exceeds the Common Per Share Merger Consideration.

• Notwithstanding anything to the contrary contained herein, in the event that a Dissenting Stockholder perfects its appraisal rights in accordance with Section 262 of the DGCL, the Paying Agent shall retain the Cash Common Per Share Merger Consideration or the Other Common Per Share Merger Consideration, as the case may be, allocable to such Dissenting Stockholder until the resolution of such appraisal action.

• Effective as of the Effective Time, each Company Option then outstanding (each, an “ Outstanding Company Option”) shall be converted into the right to receive in respect of each share of Common Stock subject to such Company Option a payment in cash (the “Option Cash-Out Amount”) equal to the excess, if any, of (i) the Other Common Per Share Merger Consideration over (ii) the exercise price per share applicable in respect of such Company Option (the “Per Share Exercise Price”).

• Each share of Series A Preferred Stock is convertible into one share of Common Stock and has a Liquidation Preference (as such term is defined in the Certificate of Incorporation of the Company)equal to the greater of: (1) $[***], (2) the Other Common Per Share Merger Consideration and (3) the Cash Common Per Share Merger Consideration.

• Each share of Series B Preferred Stock is convertible into one share of Common Stock and has a Liquidation Preference (as such term is defined in the Certificate of Incorporation of the Company) equal to the greater of: (1) $[***], (2) the Other Common Per Share Merger Consideration and (3) the Cash Common Per Share Merger Consideration.

More Definitions of Common Per Share Merger Consideration

Common Per Share Merger Consideration means an amount equal to: (a) the Aggregate Merger Consideration less the Aggregate Liquidation Preference Amount, divided by (b) the number of Common Share Equivalents held by all Company Equityholders immediately prior to the Effective Time with each share of Preferred Stock and each Warrant adjusted downward as described in the definition of Closing Merger Consideration to reflect the fact that neither holders of Company Common Stock (excluding any amounts paid by the Preferred Stockholders and Warrant Holders) nor holders of Options will contribute to either the Escrow Amount or the Representative Fund and with each share of Company Common Stock adjusted upward as described in the definition of Closing Merger Consideration to reflect the fact that neither holders of Company Common Stock (excluding any amounts paid by the Preferred Stockholders and Warrant Holders) nor holders of Options will contribute to the Escrow Amount or Representative Reserve.

Common Per Share Merger Consideration means the amount equal to (x) the excess of the Preferred Stockholder Allocated Amounts over the Aggregate Liquidation Preference Amount, divided by (y) the number of shares of Company Common Stock (excluding Dissenting Shares) as of immediately prior to the Effective Time.

Common Per Share Merger Consideration means an amount equal to the quotient of (x) the Merger Consideration divided by (y) (i) the total number of Common Shares outstanding, plus (ii) the total number of Common Shares that would be issued assuming the cashless exercise of all outstanding Options, minus (iii) the total number of Rollover Common Shares.

Common Per Share Merger Consideration means the price to be paid for each issued and outstanding share of Company Common Stock at the Effective Time pursuant to Section 2.07(a) and determined in accordance with the following formula (and without any duplication): X = (A)/(B+C+D) A = the Aggregate Closing Payment Amount; B = the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including the Dissenting Shares but excluding the Exception Shares and any shares otherwise included in “C” or “D” below);

Common Per Share Merger Consideration means an amount equal to the quotient of (x) the Common Stock Merger Consideration, divided by(y) the sum of (i) the total number of shares of Common Stock outstanding as of immediately prior to the Effective Time, (ii) the total number of shares of Common Stock that would be issued assuming the exercise of all outstanding Options (other than Out of the Money Options), assuming such exercise immediately prior to the Effective Time, and (iii) the total number of shares of Common Stock that would be issued assuming the exercise of all outstanding Warrants (other than Out of the Money Warrants), assuming such exercise immediately prior to the Effective Time.

Common Per Share Merger Consideration means an amount equal to the quotient of (x) the Common Stock Merger Consideration, divided by (y) the sum of (i) the total number of shares of Common Stock outstanding as of immediately prior to the Effective Time, (ii) the total number of shares of Common Stock that would be issued assuming the exercise of all outstanding Options (other than Out of the Money Options), assuming such exercise immediately prior to the Effective Time, and (iii) the total number of shares of Common Stock that would be issued assuming the exercise of all outstanding Warrants (other than Out of the Money Warrants), assuming such exercise immediately prior to the Effective Time.

Common Per Share Merger Consideration means an amount equal to the quotient of (x) (i) the Merger Consideration minus (ii) the Aggregate Preferred Share Dividend Consideration, plus (iii) the Option Exercise Proceeds, divided by (y) (i) the total number of Common Shares outstanding as of immediately prior to the Effective Time plus (ii) the total number of Common Shares that would be issued upon exercise in full of all outstanding Participating Options as of immediately prior to the Effective Time, assuming such exercise on a cash basis, not a net exercise or other cashless basis.