Option Per Share Consideration definition

Option Per Share Consideration means with respect to each In-the-Money Option (a) the Series A/Common Per Share Consideration minus (b) the per share exercise or purchase price, if any, of such In-the-Money Option.
Sample 1Sample 2Sample 3
Option Per Share Consideration means (A) the Per Share Amount minus (B) the per share exercise price of an In-the-Money Option.
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Option Per Share Consideration means (i) (A) the Aggregate Estimated Cash Consideration, plus (B) the Aggregate Stock Consideration Value, plus (C) the aggregate exercise price of all Company Stock Options that are not Secondary Options, minus (D) the aggregate Liquidation Preference, minus (E) the aggregate Secondary Option Consideration, divided by (ii) (A) the aggregate number of shares of Company Common Stock subject to Company Stock Options that are not Secondary Options, plus (B) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time.
Sample 1

Examples of Option Per Share Consideration in a sentence

  • If the Merger Agreement shall have been amended pursuant to Section 9.01(f) thereof, Parent shall have the right to amend this Agreement in a manner corresponding to the amendments made in the Merger Agreement, so that the Option Per Share Consideration would consist of cash equal to the Option Exchange Ratio divided by the Average Closing Price.


More Definitions of Option Per Share Consideration

Option Per Share Consideration means the quotient of (a) the sum of (i) the amount of cash held by the Company following the closing of the Patent Sale Transaction, plus (ii) the Aggregate Merger Consideration, plus (iii) the aggregate proceeds the Company would have received if holders of Company Options with an exercise price per share below the Option Per Share Consideration exercised such Company Options, less (iv) the Holdback Amount, divided by (b) the sum of (i) Company Common Stock outstanding, plus (ii) Company Restricted Stock Units outstanding, plus (iii) shares of Company Common Stock subject to Company Options outstanding with an exercise price per share below the Option Per Share Consideration.
Sample 1
Option Per Share Consideration means the excess of (i) the sum of (A) the Common Per Share Cash Consideration plus (B) the product of (I) the Common Per Share Stock Consideration multiplied by (II) Acquirer Stock Price over (ii) the per share exercise price of such Company Option.
Sample 1
Option Per Share Consideration means, for each Vested Option, (i) the Minimum Common Stock Per Share Amount (as defined in Section A.4(b)(x) of the Company Charter) plus (ii) the As-Converted Cash Consideration per Share minus (iii) the per share exercise price of such Vested Option.
Sample 1
Option Per Share Consideration means, with respect to ------------------------------ each share of Company Common Stock issuable upon exercise of a Cash-Out Option immediately prior to the Effective Time, the Common Per Share Consideration less the exercise price per share of Company Common Stock of such Cash-Out Option.
Sample 1

Related to Option Per Share Consideration

  • 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.

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

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

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

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

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

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

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • 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.

  • 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.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Option Share has the meaning ascribed to it in section "4.7" hereinbelow;

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

  • Closing Price Per Share means, with respect to the Common Stock, for any day, (i) the last reported sale price regular way on the Nasdaq National Market or, (ii) if the Common Stock is not quoted on the Nasdaq National Market, the last reported sale price regular way per share or, in case no such reported sale takes place on such day, the average of the reported closing bid and asked prices regular way, in either case, on the principal national securities exchange on which the Common Stock is listed or admitted to trading, or (iii) if the Common Stock is not quoted on the Nasdaq National Market or listed or admitted to trading on any national securities exchange, the average of the closing bid prices in the over-the-counter market as furnished by any New York Stock Exchange member firm selected from time to time by the Company for that purpose.

  • Per Share Price shall have the meaning set forth in Section 2.1.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

  • Base Consideration is defined in Section 2.2.

  • Purchase Price Per Share means $0.01 per share, as may be adjusted from time to time in accordance with Section 5 or 6.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

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

  • Per Share Market Value means on any particular date (a) the last closing bid price per share of the Common Stock on such date on the OTC Bulletin Board or another registered national stock exchange on which the Common Stock is then listed, or if there is no such price on such date, then the closing bid price on such exchange or quotation system on the date nearest preceding such date, or (b) if the Common Stock is not listed then on the OTC Bulletin Board or any registered national stock exchange, the last closing bid price for a share of Common Stock in the over-the-counter market, as reported by the OTC Bulletin Board or in the National Quotation Bureau Incorporated or similar organization or agency succeeding to its functions of reporting prices) at the close of business on such date, or (c) if the Common Stock is not then reported by the OTC Bulletin Board or the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the five (5) Trading Days preceding such date of determination, or (d) if the Common Stock is not then publicly traded the fair market value of a share of Common Stock as determined by an Independent Appraiser selected in good faith by the Majority Holders; provided, however, that the Issuer, after receipt of the determination by such Independent Appraiser, shall have the right to select an additional Independent Appraiser, in which case, the fair market value shall be equal to the average of the determinations by each such Independent Appraiser; and provided, further that all determinations of the Per Share Market Value shall be appropriately adjusted for any stock dividends, stock splits or other similar transactions during such period. The determination of fair market value by an Independent Appraiser shall be based upon the fair market value of the Issuer determined on a going concern basis as between a willing buyer and a willing seller and taking into account all relevant factors determinative of value, and shall be final and binding on all parties. In determining the fair market value of any shares of Common Stock, no consideration shall be given to any restrictions on transfer of the Common Stock imposed by agreement or by federal or state securities laws, or to the existence or absence of, or any limitations on, voting rights.