Per Share Cash Closing Consideration definition

Per Share Cash Closing Consideration means an amount of cash equal to the quotient obtained by dividing (i) the sum of (A) the Aggregate Cash Closing Consideration, plus (B) one-half (1/2) of the Option Exercise Proceeds, by (ii) the Fully Diluted Common Stock Number.
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Per Share Cash Closing Consideration has the meaning set forth in Section 2.05(c)(ii).
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Per Share Cash Closing Consideration means an amount equal to the quotient of:
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Examples of Per Share Cash Closing Consideration in a sentence

  • Subject to Section 2.04(b), Parent shall provide to the Exchange Agent immediately following the Effective Time (i) all the cash in U.S. dollars necessary to enable the Exchange Agent to pay the Per Share Cash Closing Consideration to each holder of Certificates and (ii) a sufficient number of shares of Parent Common Stock (whether represented in certificated or non-certificated book-entry form) to issue the aggregate Stock Consideration.

  • Purchaser will, at the Effective Time, have sufficient currently available funds on hand (including, for these purposes, funds that currently may be drawn down under existing lines of credit), to consummate the Merger, including, without limitation, to (a) pay the aggregate Per Share Cash Closing Consideration pursuant to this Agreement, and (b) pay all outstanding fees and expenses of Purchaser and Merger Sub in connection with the Merger.


More Definitions of Per Share Cash Closing Consideration

Per Share Cash Closing Consideration is defined in Section 1.6(c)(2).
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Per Share Cash Closing Consideration means cash in U.S. dollars in an amount equal to the product of (i) (A) the Base Cash Consideration, plus (B) the Estimated Cash, minus (C) Estimated Indebtedness, minus (D) Estimated Other Adjustments, plus (E) Estimated Net Working Capital, minus (F) Target Net Working Capital, minus (G) the Escrow Amount, minus (H) the Change in Control Payments, minus (I) the Phantom Equity Payments (other than any portion of the Phantom Equity Payments deposited in the Escrow Account) and (ii) the Per Share Portion.
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Related to Per Share Cash Closing Consideration

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

  • 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.

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

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

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

  • 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.

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

  • 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).

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

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

  • 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.

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

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

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

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

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

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

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

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

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

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).