Merger Consideration Per Common Share definition

Merger Consideration Per Common Share means the quotient obtained by dividing (A) the sum of (x) the Merger Consideration (as adjusted pursuant to Section 2.01(c) less the amounts paid pursuant to clause (i) above, and (y) the aggregate exercise price of all Company Stock Options vested and exercisable immediately prior to the Effective Time, by (B) the sum of (x) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, and (y) the number of shares of Company Common Stock issuable upon exercise of the Company Stock Options prior to the Effective Time, assuming the full vesting and exercise of such Company Stock Options; and
Merger Consideration Per Common Share shall equal: AMC + AOEA CS + O and the abbreviations in the equation above have the following meanings: AMC: Aggregate Merger Consideration; AOEA: Aggregate Option Exercise Amount CS: Number of shares of Common Stock issued and outstanding immediately prior to the Effective Time, including the Contributed Shares (the “Aggregate Shares”); and O: Aggregate number of shares of Common Stock for which Options outstanding immediately prior to the Effective Time are exercisable (the “Aggregate Options”, and together with the Aggregate Shares, the “Aggregate Securities”). As of the Effective Time, all shares of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive a portion of the Aggregate Merger Consideration as provided in this Article IV.
Merger Consideration Per Common Share. Section 2.01(b)(iii) "Merger Consideration" Section 2.01(a) "NHTSA" Section 3.23 "Non-Competition Agreements" Section 7.02(d) "Objection Notice" Section 2.04(a)(iii) "Open Purchase Orders" Section 3.09(b) "Optionholders" Heading Paragraph "Outside Date" Section 10.01(iv) "Owned Real Property" Section 3.10(a) "Parent" Heading Paragraph "Parent Common Stock" Whereas Clause 2 "Parent Preferred Stock" Whereas Clause 2 "PCBs" Section 3.27(e) "Permitted Liens" Section 3.05(b)

Examples of Merger Consideration Per Common Share in a sentence

  • The Merger Consideration Per Common Share is based on a value of the Company of $12,348,855.00 (the “Agreed Value”) and assumes a price per share of the Parent Common Stock of Five Dollars ($5.00) (the “Xxx Xxxxx”).

  • Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (other than as provided in S ection 2.8(b)(iii)) shall be deemed to have been converted into one share of Common Stock as of immediately prior to the Effective Time pursuant to Section B(2)(e) of Article IV the Charter, and shall be canceled, extinguished and automatically converted into the right to receive an amount of cash (without interest) equal to the Estimated Merger Consideration Per Common Share.

  • No payment shall be made with respect to any Company Stock Option having an exercise price greater than the Merger Consideration Per Common Share (as defined below).

  • Each share of the common stock, par value $0.01, of the Company (the “Common Stock”) outstanding as of the Effective Time (other than the shares to be canceled pursuant to Section 3.1(c) or Section 3.1(d) below) shall be converted into the right to receive the Merger Consideration Per Common Share.

  • Surinder Singh Equalities Officer, ext 37 4148 6.4 Climate Emergency implicationsThere are no specific climate change implications arising directly from this report.

  • No payment shall be made with respect to any Company Stock Option having an exercise price greater than the Merger Consideration Per Common Share.

  • No payment shall be made with respect to any Company Stock Right having an exercise price greater than the Merger Consideration Per Common Share or with respect to any Company Stock Right that is not vested, and any such Company Stock Right shall be cancelled without any right to receive consideration.

  • Submit recommended change orders to the District for review and approval prior to finalization.

  • The rate of participation in training (80.8%) exceeded project indicator.


More Definitions of Merger Consideration Per Common Share

Merger Consideration Per Common Share means the amount equal to (i) the Total Merger Consideration plus the aggregate amount of the exercise price of the unexercised Company Options outstanding immediately prior to the Effective Time (excluding any Out-of-the-Money Company Options) less the Preferred Liquidation Amount, if any, divided by (ii) the total number of Company Outstanding Shares (including Dissenting Shares and excluding any outstanding shares of Company Preferred Stock and Out-of-the- Money Company Options), calculated on a fully-diluted basis, immediately prior to the Effective Time.
Merger Consideration Per Common Share means the Common Stock Merger Consideration divided by the number of issued and outstanding shares of Holdings Common Stock at the Effective Time. The term "Common Stock Merger Consideration" shall mean the Merger Consideration minus the Preferred Stock Merger Consideration (as defined below).

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