Merger Consideration Value definition

Merger Consideration Value means (a) the Cash Consideration plus (b) (i) the Parent Share Price multiplied by (ii) the Exchange Ratio.

Merger Consideration Value means an amount (rounded down to the nearest whole cent) equal to the product of (x) Merger Consideration and (y) the Parent Class A Common Stock Price.

Merger Consideration Value means the product obtained by multiplying (i) the Merger Consideration by (ii) the VWAP of Sarg Common Stock.

Examples of Merger Consideration Value in a sentence

• For the avoidance of doubt, any Company Option that has an exercise price per share of Company Common Stock that is greater than or equal to the Merger Consideration Value shall be cancelled at the First Effective Time for no consideration or payment.

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• For the avoidance of doubt, any Company Option with respect to which the per share exercise price equals or exceeds the Merger Consideration Value as of immediately prior to the Effective Time shall be cancelled at the Effective Time for no consideration.

• Pursuant to the terms of the Merger Agreement, the PSUs were cancelled in the Merger in exchange for a cash payment, determined by multiplying (x) the aggregate number of shares of Company Common Stock issuable in settlement of the PSUs, by (y) the Merger Consideration Value.

• However, each New Senior Stock Option that has an exercise price that is greater than or equal to the Merger Consideration Value will be canceled for no consideration.

More Definitions of Merger Consideration Value

Merger Consideration Value means the product obtained by multiplying (a) the Exchange Ratio by (b) the Parent Closing Price. “Parent Common Stock” means common stock, par value $0.25, of Parent.

Merger Consideration Value means the product obtained by multiplying (a) the Exchange Ratio by (b) the Parent Closing Price.

Merger Consideration Value means the Number of Acquiror Shares as Merger Consideration multiplied by the Merger Consideration Value Per Acquiror Share.

Merger Consideration Value means the product of (x) the Common Exchange Ratio and (y) the EBIX Closing Price. For clarity, each Company Share Option that has an exercise price per Company Share subject to such Company Share Option that is equal to or greater than the Merger Consideration Value shall terminate and be cancelled as of the Effective Time for no consideration. “EBIX Closing Price” means $59.

Merger Consideration Value means the sum of (i) the Per Share Cash Amount and (ii) the product obtained by multiplying (A) the Per Share Stock Amount and (B) the Parent Stock Closing Price.

Merger Consideration Value shall equal $65,350,000 minus (i) $5,071,000 with respect to payment for the Company Stock Options as set forth in Section 2.06(a) (which dollar amount shall be proportionally reduced to the extent any such Company Stock Options are exercised, forfeited or cancelled prior to the Effective Time), minus (ii) $947,000 with respect to the conversion of the CS Warrant as set forth in Section 2.06(b) (which dollar amount shall be proportionally reduced to the extent the CS Warrant is exercised, forfeited or cancelled prior to the Effective Time), minus (iii) any Funded Debt owed by the Company as of the Closing Date to the extent not paid by the Company at or prior to the Closing out of its cash on hand, minus (iv) the expenses of the Company Financial Advisor in excess of $650,000 to the extent not paid by the Company at or prior to the Closing out of its cash on hand, minus (v) all legal fees to the special meeting incurred by the Company in connection with the Company’s obligations under Section 5.05 to the extent not paid by the Company at or prior to the Closing out of its cash on hand.

Merger Consideration Value means the sum of (x) the Per Share Cash Amount and (y) the product of the Exchange Ratio and $46.89. Immediately after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Consideration as described below. As soon as reasonably practicable after the Effective Time, but in any event within three (3) business days following the Effective Time, Parent shall or shall cause the Surviving Corporation to deliver in exchange for each Company Option which is canceled pursuant to this Section 2.6(a) (A) an amount in cash equal to the product of (1) the Option Consideration and (2) a fraction the numerator of which is the Per Share Cash Amount and the denominator of which is the Merger Consideration Value, plus (B) a number of shares of Parent Common Stock equal to (1) the Option Consideration less the cash payable pursuant to the preceding clause (A), divided by (2) $46.89. The cash and shares payable pursuant to the preceding sentence shall be subject to any applicable withholding or other Taxes required by Applicable Law to be withheld, provided that Parent shall at its expense assist each former holder of a cancelled Company Option who received such Company Option in his or her capacity as a Company Employee in selling shares of Parent Common Stock delivered in payment of the cancelled Stock Option in order to satisfy such Taxes with respect to the Option Consideration (whether such assistance applies with respect to this Section 2.6(a) or with respect to Section 2.6(b), the “Assisted Sales Process”) and Parent agrees that any applicable withholding or other Taxes required by Applicable Law to be withheld in respect of the Option Consideration shall first be satisfied from the sale of shares of Parent Common Stock pursuant to the Assisted Sales Process and Parent shall only withhold or cause the withholding of cash from the cash portion of an individual’s Option Consideration if and to the extent that the sale of shares of Parent Common Stock pursuant to the Assisted Sales Process does not yield cash adequate to satisfy such tax obligation with respect to such individual. Prior to the execution of this Agreement, the Company has requested that a certain specified Company Option holder of the Company identified by Parent enter into an Option Exercise and Transaction Support Agreement with the Company and Parent in the form that counsel to P...