Per Share Cash Merger Consideration definition

Per Share Cash Merger Consideration. Section 2.1(a)

Per Share Cash Merger Consideration means the Aggregate Cash Merger Consideration divided by the number of shares of Common Stock owned by the Shareholders.

Per Share Cash Merger Consideration has the meaning set forth in Section 3.02(a)(i).

Examples of Per Share Cash Merger Consideration in a sentence

• Any holder of Shares (other than Excluded Shares) who has not theretofore complied with this Article IV shall thereafter look only to Parent for payment of the Per Share Cash Merger Consideration (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) upon due surrender of its Certificates (or affidavits of loss in lieu of the Certificates), without any interest thereon.

• To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt cash payment of the aggregate Per Share Cash Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments.

• SunTrust Robinson Humphrey (the "FINANCIAL ADVISOR") has delivered its oxxxxxx, xxxxx Xxxe 4, 2003, to the Special Committee, to the effect that subject to the assumptions, qualifications and limitations set forth therein (i) the Per Share Cash Merger Consideration to be received by the Small Stockholders is fair, from a financial point of view, to the Small Stockholders, and (ii) the Merger is fair, from a financial point of view, to the stockholders of Company that are not Small Stockholders.

• For the avoidance of doubt, if the exercise price for a Company Warrant is equal to or greater than the Closing Date Per Share Cash Merger Consideration payable in respect of the Common Stock issuable under such Company Warrant, then such Company Warrant shall be canceled automatically with no consideration payable therefor.

• All shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), held by the Reporting Person were exchanged for merger consideration consisting of (i) $15.00 in cash per share of Common Stock (the "Per Share Cash Merger Consideration"), and (ii) one non-transferable contingent value right (a "CVR"), without interest.

More Definitions of Per Share Cash Merger Consideration

Per Share Cash Merger Consideration means an amount in cash equal to the quotient obtained by dividing the Aggregate Cash Merger Consideration by the total number of issued and outstanding Shares, together with all Shares that the Company would be required or permitted to issue assuming the conversion, exercise or exchange of any then-outstanding options or warrants to purchase Shares from the

Per Share Cash Merger Consideration means an amount in cash equal to the quotient obtained by dividing the Aggregate Cash Merger Consideration by the total number of issued and outstanding Shares, together with all Shares that the Company would be required or permitted to issue assuming the conversion, exercise or exchange of any then-outstanding options or warrants to purchase Shares from the Company, or other securities or instruments convertible or exchangeable into, or rights exercisable for, Shares, that are then convertible, exchangeable or exercisable or would be convertible, exchangeable or exercisable prior to or at the Effective Time.

Per Share Cash Merger Consideration means (A) $7,000,000 plus or minus, as applicable, the Estimated Working Capital Closing Adjustment, divided by (B) the total number of shares of capital stock of the Company outstanding on the Closing Date on a fully-diluted basis. “Per Share Stock Merger Consideration” shall mean that number of shares of Tucows Common Stock issued at Closing pursuant to Section 2.1 divided by the total number of shares of capital stock of the Company outstanding on the Closing Date on a fully-diluted basis;

Per Share Cash Merger Consideration means the amount of cash, if any, payable pursuant to either Section 1.5(a)(ii) or Section 1.5(a)(iii) of this Agreement.

Per Share Cash Merger Consideration means an amount equal to the quotient obtained by dividing (a) (i) the Cash Merger Consideration, minus (ii) the aggregate amount of the Series A Liquidation Preference payable to the outstanding shares of Series A Preferred Stock, by (b) the Fully-Diluted Common Share Number; provided, that for purposes of the payments made at the Closing pursuant to Section 2.10, the Per Share Cash Merger Consideration shall be determined based on the Closing Cash Merger Consideration rather than the Cash Merger Consideration.

Per Share Cash Merger Consideration means the product of (A) $10.00 and (B) the Exchange Ratio, rounded to the nearest whole cent.

Per Share Cash Merger Consideration means an amount in cash, without interest, equal to the quotient of (A) $400,000,000 less (x) all Debt outstanding as of the Closing (including, without limitation, all Senior Debt), plus (y) the aggregate exercise price of all outstanding Company Options and Company Warrants plus (z) all Cash held by the Company as of the Closing divided by (B) the Fully Diluted Common Stock Number.