FBMS Common Stock Consideration definition

FBMS Common Stock Consideration means the number of whole shares of FBMS Common Stock obtained by (i) dividing 30% (or such additional amount as may be transmitted to the Exchange Agent pursuant to the provisions set forth in Section 4.1) of such amount of BCB Class A Common Stockholder’s Pro Rata Share of the Class A Consideration by (ii) the average of the closing prices of the FBMS Common Stock as reported on the Nasdaq Stock Market on each of the thirty (30) trading days ending five (5) Business Days prior to the Closing Date (the “Average Price”), provided however that (A) if the Average Price is greater than $15.81, the FBMS Common Stock Consideration shall equal the quotient obtained by dividing such amount of BCB Class A Common Stockholder’s Pro Rata Share of the Merger Consideration by $15.81 or (B) if the Average Price is less than $12.93, the FBMS Common Stock Consideration shall equal the quotient obtained by dividing such amount of BCB Class A Common Stockholder’s Pro Rata Share of the Merger Consideration by $12.93.
Sample 1

Related to FBMS Common Stock Consideration

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

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

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

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

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

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

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

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

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

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

  • 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.

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

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

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

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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

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

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • 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.

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

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

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

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