Final Per Share Merger Consideration definition

Final Per Share Merger Consideration means the dollar value of the equity consideration payable in exchange for an Equity Interest of the Issuer at the closing of the SPAC Transaction, as set forth in the definitive business combination agreement entered into in connection with the SPAC Transaction (it being agreed and acknowledged that to the extent the dollar value of the equity consideration received by holder thereof (other than the Holder) is issued at a different conversion or purchase price, the Holder shall be afforded the lowest price paid by any investor in the SPAC Transaction).

Final Per Share Merger Consideration equals the quotient obtained by dividing (a) the Final Merger Consideration, over (b) the Fully-Diluted Shares. “Fully-Diluted Shares” equals the sum of (a) the aggregate number of Outstanding Shares, and (b) the aggregate number of shares of Company Common Stock issuable upon the exercise of all In-the-Money Options outstanding immediately prior to the Closing.

Final Per Share Merger Consideration shall have the meaning set forth in Section 1.9(f)(i).

Examples of Final Per Share Merger Consideration in a sentence

• The Option Consideration shall be paid to the Option holders in the same proportion of cash, Parent Shares and Warrants as the Final Per Share Merger Consideration is paid to holders of Galaxy Class A Common Stock, and the holders of Non-Compensatory Options may elect by written notice to Parent to receive the cash portion of the Option Consideration either by check or wire transfer of immediately available funds.

• Any indemnification payments made to Parent pursuant to this Agreement shall be treated as an adjustment to the Final Per Share Merger Consideration unless otherwise required by applicable Law.

• All payments made by the Company Equity Holders or Parent, as the case may be, to or for the benefit of the other parties pursuant to this Article VIII shall be treated as adjustments to the Final Per Share Merger Consideration for tax purposes, and such agreed treatment shall govern for purposes of this Agreement.

• The Closing Date Statement shall calculate the Aggregate Merger Consideration, the Final Per Share Merger Consideration, the Final Upward Adjustment (if any), and the Final Downward Adjustment (if any).

• In calculating the Final Per Share Merger Consideration payable under this Agreement, Parent shall be entitled to rely conclusively on the representations and warranties contained in Section 3.2(a) and (b) regarding the capital structure of Galaxy and on the representations and warranties of each Galaxy Stockholder in their respective Letters of Transmittal and Optionholder Release Agreements, as the case may be.

More Definitions of Final Per Share Merger Consideration

Final Per Share Merger Consideration shall be equal to (i) the sum of the Aggregate Merger Consideration (taking into account any adjustments pursuant to Section 3.4) divided by (ii) Fully Diluted Shares.

Final Per Share Merger Consideration has the meaning specified in Section 3.2(a).

Final Per Share Merger Consideration equals the quotient obtained by dividing (a) the Merger Consideration plus any portion of the Reserve Amount which is distributed by the Representative to the Securityholders following the determination of the Adjustment Amount in accordance with Section 2.8 hereof, over (b) the Fully Diluted Shares.

Final Per Share Merger Consideration equals (i) the Closing Date Per Share Cash Merger Consideration, plus (ii) the Pro Rata Share of any Adjustment Amount payable to the Company Securityholders in accordance with Section 3.7, plus (iii) the Pro Rata Share of any portion of the Escrow Amount and/or the Representative Holdback Amount that is ultimately released to Company Securityholders pursuant to and in accordance with the terms of this Agreement and the Escrow Agreement.

Final Per Share Merger Consideration means an amount (in dollars per share) equal to (i) the Closing Per Share Payment, plus (ii) the amount obtained by dividing the Final Indemnification Escrow Amount by the Outstanding Shares.

Final Per Share Merger Consideration means the Per Share Merger Consideration, adjusted as provided in Section 2.1 and 2.2 hereof.

Final Per Share Merger Consideration equals (a) the Closing Date Per Share Cash Merger Consideration, plus (b) the Pro Rata Share of any Net Adjustment Amount payable to the Equityholders in accordance with Section 3.2, plus (c) the Pro Rata Share of any portion of the Escrow Amount and/or the Representative Holdback Amount that is ultimately released to Equityholders pursuant to and in accordance with the terms of this Agreement and the Escrow Agreement, as applicable, plus (d) the Pro Rata Share of any amount payable to the Equityholders in accordance with Section 10.1 (Tax Matters), plus (e) a Pro Rata Share of the amounts payable pursuant to Section 3.5 (Contingent Payment), if any, that become payable to the Equityholders.