Per Preferred Share Merger Consideration definition

Per Preferred Share Merger Consideration means the quotient obtained by dividing (i) the Aggregate Merger Consideration by (ii) the total number of issued and outstanding shares of Preferred Stock outstanding immediately prior to the Effective Time.

Per Preferred Share Merger Consideration. Section 2.1(b)(ii)

Per Preferred Share Merger Consideration has the meaning set forth in Section 3.1(b).

Examples of Per Preferred Share Merger Consideration in a sentence

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

• 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.

• Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Second Merger Effective Time shall be automatically converted into and become the right to receive one newly issued share of Parent Series C Preferred Stock (the “ Per Preferred Share Merger Consideration ” and collectively, the “ Preferred Stock Merger Consideration ”).

• Until surrendered as contemplated by this Section 2.2 , each Preferred Certificate and Book-Entry Preferred Share shall be deemed at any time after the Second Merger Effective Time to represent only the right to receive the applicable Per Preferred Share Merger Consideration as contemplated by this Article II , and any dividends or other distributions on shares of Parent Series C Preferred Stock in accordance with Section 2.2(g) , without interest thereon.

• The Parent Series C Preferred Stock constituting the Per Preferred Share Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Preferred Stock or is otherwise required under applicable Law.

• From and after the Second Merger Effective Time, all such shares of Company Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a share of Company Series A Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Per Preferred Share Merger Consideration therefor upon the surrender of such share of Company Series A Preferred Stock in accordance with Section 2.2 .

• Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Per Common Share Merger Consideration or Per Preferred Share Merger Consideration that such holder is entitled to receive pursuant to this Article II.

• Prior to or at the Closing, Parent shall deposit with the Paying Agent cash in immediately available funds in the amount necessary for payment in accordance with Section 2.1 and this Section 2.2 of the aggregate Per Common Share Merger Consideration and, if the Charter Amendment becomes effective in accordance with Section 2.3, Per Preferred Share Merger Consideration payable pursuant to this Agreement (such total deposited cash being hereinafter referred to as the “Payment Fund”).

• Prior to the Closing, Parent shall appoint a U.S.-based nationally recognized bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Per Common Share Merger Consideration to the holders of the Common Shares and, if the Charter A-4 Table of Contents Amendment becomes effective in accordance with Section 2.3, the Per Preferred Share Merger Consideration to the holders of Preferred Shares.

• Subject to Section 2.1.4.5, Section 2.1.4.7, Section 2.1.4.8 and Section 2.1.4.9, each holder of the Certificates, upon surrender thereof to the Disbursing Agent together with such letter of transmittal (duly executed) and any other required documents of transfer, shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration, the Per Preferred Share Merger Consideration, the Option Cash Payment or the Warrant Cancellation Payment, as the case may be.

More Definitions of Per Preferred Share Merger Consideration

Per Preferred Share Merger Consideration means the Per Share Merger Consideration.

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

Per Preferred Share Merger Consideration means the quotient obtained by dividing (a) the Preferred Share Merger Consideration by (b) the Outstanding Preferred Shares.