Per Share Cash Election Consideration definition

Per Share Cash Election Consideration has the meaning set forth in Section 1.6(b)(i).
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Per Share Cash Election Consideration equal to the sum of (i) the Per Share Cash Amount plus (ii) the product of the Mixed Election Stock Exchange Ratio multiplied by the Closing Volume-Weighted Average Price; provided, however, that if (x) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (y) the difference between (I) the product of the Per Share Cash Amount and the total number of Company Shares (other than Company Shares to be cancelled in accordance with Section 2.1(a)(ii)) issued and outstanding immediately prior to the Effective Time minus (II) the product of the number of Mixed Consideration Electing Shares (including any Non-Electing Company Shares) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”), then each Cash Electing Company Share shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction.
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Per Share Cash Election Consideration means the sum of (i) the Per Share Upfront Cash Consideration, plus (ii) the Per Share Cash Value of the Stock Consideration Shares.
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Examples of Per Share Cash Election Consideration in a sentence

  • The Company’s board of directors has received the written opinion of Xxxxxxx Xxxxx and Company (“Xxxxx”), financial advisor to the Company, dated December 22, 2010, to the effect that, as of the date of such opinion and subject to the matters set forth in such opinion, each of the Per Share Cash Election Consideration, the Per Share Stock Consideration and the Per Share Consideration is fair, from a financial point of view, to the shareholders of the Company.

  • For the purposes of this Agreement, “No Election Share” means each share of Company Common Stock for which no election to receive Per Share Mixed Consideration, Per Share Cash Election Consideration or Per Share Stock Consideration has been properly made in accordance with the terms of this Section 2.2 or for which such election has been properly revoked in accordance with the terms of this Section 2.2.

  • As of immediately prior to the Effective Time, each Company DSU Award that is then outstanding shall be deemed to have vested in full as of such time and shall be cancelled and converted into the right to receive a cash amount equal to the Per Share Cash Election Consideration (as increased by accumulated dividend amounts, including the Special Dividend).

  • The “Provisional Appraisal Holders Cash Amount” means the product of (x) the number of Appraisal Shares and (y) the Per Share Cash Election Consideration.

  • For purposes each of the following analyses, CSCA compared the results of each analysis to (i) the Per Share Cash Election Consideration of $19.00, and (ii) the Common Exchange Ratio of 0.713 EQC common shares to be received by holders of MNR common shares in the merger.

  • The Parent Board has received the oral opinion of each of Broadhaven Capital Partners, LLC and BofA Mxxxxxx Lxxxx to be confirmed in writing, to the effect that, as of the date of such opinion and subject to the assumptions, limitations and qualifications reflected therein, the Mixed Consideration, the Per Share Cash Election Consideration and the Exchange Ratio, collectively, to be paid by Parent in the Merger, is fair, from a financial point of view, to Parent.

  • Consideration, and thereafter all references in this Agreement shall be deemed to be the Conversion Number and the Per Share Cash Election Consideration, respectively, as so adjusted.

  • MNR Metrics Premium Range (25th to 75th Percentile) Implied Equity Value Per Share 1-Day $16.99 12.6% – 20.1% $19.13 – $20.41 5-Day $16.16 12.1% – 21.3% $18.11 – $19.60 2-Week $15.22 12.3% – 23.7% $17.09 – $18.82 30-Day $14.16 15.5% – 26.7% $16.36 – $17.94 CSCA then compared the implied equity values per share for MNR to the Per Share Cash Election Consideration.

  • Terminal Value Range Discount Rate Implied Equity Value Per Share 14.0 x – 16.0 x 6.75% – 7.25% $26.96 – $27.57 CSCA then compared the implied equity values per share for MNR to the Per Share Cash Election Consideration.

  • Changes in stock price, either increase or decrease, are influenced by any news released by the company.


More Definitions of Per Share Cash Election Consideration

Per Share Cash Election Consideration means either:
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Per Share Cash Election Consideration means either (a) if the Unprorated Aggregate Stock Consideration is equal to or greater than the Aggregate Stock Merger Consideration, the Default Cash Election Amount or (b) if the Unprorated Aggregate Stock Consideration is less than the Aggregate Stock Merger Consideration, (i) an amount in cash equal to the sum of (x) the Per Share Cash Payment, plus (y) the Cash Oversubscription Amount and (ii) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (x) the Per Share Stock Consideration, minus (y) the quotient of (1) the Cash Oversubscription Amount, divided by (2) the Parent Trading Price.
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Per Share Cash Election Consideration means an amount of cash equal to the quotient of (i) the Non-Escrowed Merger Consideration d ivided by
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Per Share Cash Election Consideration will be determined as the difference between (i) $29.07 minus (ii) (A) the Per Share Special Dividend. The Stock Election Consideration per Share will be determined as the product of (1) one, multiplied by (2) the quotient of (x) 29.07 minus the absolute amount of the Per Share Special Dividend, divided by (y) 29.53. Following the Effective Time, each certificate (a “Certificate”) representing any of such Shares (other than Excluded Shares) and non-certificated Shares (other than Excluded Shares) represented by book entry (a “Book-Entry Share”) shall thereafter represent only the right to receive the Merger Consideration, any cash in lieu of fractional shares of VeriFone Common Stock pursuant to Section 4.2(e) and any dividends or other distributions pursuant to Section 4.2(c).
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Per Share Cash Election Consideration means an amount of cash equal to the quotient of (i) the Non-Escrowed Merger Consideration divided by (ii) the aggregate number of Fully-Diluted Company Common Shares outstanding at the Effective Time.
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Related to Per Share Cash Election 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.

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

  • 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.

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

  • Cash Election Shares shall have the meaning set forth in Section 3.2.1.

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

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

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

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

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

  • 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.

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

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

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

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

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

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Per Share Amount is defined in Section 1.1

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

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

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