Merger Stock Consideration Value definition

Merger Stock Consideration Value means the aggregate value of all of the shares of Parent Common Stock issued to Company Shareholders and Company Option Holders as part of the Merger Consideration as determined by the opening price for such shares as reported on the NASDAQ Global Select Market (or such other exchange on which shares of Parent Common Stock may be traded at the time of issuance) on the date of issuance. “Merger Consideration Value” means the sum of Merger Stock Consideration Value and the amount of cash issued to Company Shareholders and Company Option Holders as part of the Merger Consideration, which shall include for purposes of the definition of Merger Consideration Value all amounts paid with respect to shareholders who assert dissenters rights, payments to holders of Company Preferred Stock and any and all other consideration paid to any Person in connection with the Merger by virtue of such Person’s holdings of shares of Company Capital Stock or options or warrants to acquire shares of Company Capital Stock, exclusive of any amounts considered to be imputed interest with respect to the payment of any FDA Milestone Consideration.
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Related to Merger Stock Consideration Value

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

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

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

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

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

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

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

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

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

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

  • 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.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

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

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

  • Non-Cash Consideration means consideration in a form other than cash.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.