Per Common Share Merger Consideration definition

Per Common Share Merger Consideration. Section 2.1(a)(i)

Per Common Share Merger Consideration has the meaning set forth in Section 2.1.4.3 below.

Per Common Share Merger Consideration means an amount equal to the quotient of (a) the Base Consideration, divided by (b) the Fully Diluted Common Share Count.

Examples of Per Common Share Merger Consideration in a sentence

• Notwithstanding the foregoing, neither Parent nor the Exchange Agent shall be liable to any holder of a Common Certificate, Preferred Certificate, Book-Entry Common Share or Book-Entry Preferred Share for any Per Common Share Merger Consideration, Per Preferred Share Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• In calculating the Gross Per Common Share Merger Consideration payable under this Article II, the Parent shall be entitled to rely conclusively on the representations and warranties contained in Section 3.4 regarding the capital structure of the Company and the Consideration Schedule and in the event of any inconsistency between such representations and warranties and the Consideration Schedule, on the Consideration Schedule.

• Payment of amounts to the Securityholders entitled to receive the Net Adjustment Amount shall be made pro rata based upon the portion of the aggregate Gross Per Common Share Merger Consideration attributable to such Securityholders.

• The issuance or payment of the Per Common Share Merger Consideration and the payment of any Fractional Share Consideration pursuant to Section 2.6 in respect of Parent Common Stock in accordance with this Agreement shall be deemed issued and paid in full satisfaction of all rights pertaining to such Company Common Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f)).

• The Purchase Price with respect to each Mortgage Loan which conforms to the Underwriting Standards of New Century which were most recently reviewed and approved by Salomon and which is not a Problem Mortgage Loan (as defined in Section 3(b)) or a Non-Standard Mortgage Loan (as defined in Section 3(c)) (a "Standard Mortgage Loan") shall be equal to the market value of such Mortgage Loan, as determined by Salomon acting in good faith.

More Definitions of Per Common Share Merger Consideration

Per Common Share Merger Consideration shall be an amount equal to the quotient of:

Per Common Share Merger Consideration means the Aggregate Common Share Merger Consideration divided by the number of Company Shares issued and outstanding as of the Effective Time of Merger.

Per Common Share Merger Consideration means the amount per share of Company Common Stock allocated in accordance with the Paying Agent Disbursement Schedule (which allocation takes into account the Withheld Amounts).

Per Common Share Merger Consideration means, with respect to each share of Company Common Stock and each share of Series B Preferred Stock, an amount equal to the Per Common Share Closing Payment, plus any Per Common Share Post-Closing Payment.

Per Common Share Merger Consideration means, with respect to a share of Company Common Stock that is (a) issued and outstanding or(b) underlying a share of Company Preferred Stock that is issued and outstanding, in the case of each of clause (a) and clause (b), immediately prior to the First Effective Time, the sum of (x) the Per Common Share Cash Consideration, plus (y) the value of the Per Common Share Stock Consideration (calculated using the Parent Price).

Per Common Share Merger Consideration means one (1) of Acquiror Shares.

Per Common Share Merger Consideration means the right to receive 0.12045 shares of Parent Class B Common Stock for each share of Company Common Stock issued and outstanding as of the Effective Time.