Per Share Closing Amount definition

Per Share Closing Amount means (A) the Per Share Amount minus (B) the Per Share Escrow Amount minus (C) the Per Share Expense Amount.
Per Share Closing Amount means an amount in cash equal to the quotient obtained by dividing Closing Amount by the Share Number, rounded to the nearest $.0001.
Per Share Closing Amount means an amount determined in accordance with the following formula: ECC + WEX FDS where: ECC is equal to the Estimated Closing Consideration; WEX is equal to the aggregate Exercise Price per Company Share of all Company Warrants outstanding immediately prior to the Closing Time; and FDS is equal to the Fully Diluted Share Total;

Examples of Per Share Closing Amount in a sentence

  • Parent has, or will have at the Effective Time, sufficient funds to consummate the transactions contemplated hereby, including payment in full of the Applicable Per Share Closing Amount and the Applicable Per Share Working Capital Amount payable with respect to all shares of Company Capital Stock.

  • Schedule 3.3(a) lists the exercise price of each Merger Option and no Merger Option has a Merger Option Exercise Amount that is equal to or greater than the Per Share Closing Amount.

  • At the Closing, upon surrender by each Shareholder to Holding of the certificates which, immediately prior to the Closing, represent Shares, the Buyer shall pay to each such Shareholder the Per Share Closing Amount for each Share, by wire transfer to an account designated by such Shareholder to the Buyer not later than three Business Days prior to the Closing Date.

  • The cash portion of the Per Share Closing Amount payable pursuant to the preceding sentence shall be paid on the Closing Date by the Surviving Corporation or its designee by wire transfer to an account designated by such Shareholder to Acquisition Sub not later than three Business Days prior to the Closing Date.

  • Section 1.2(k) Common Per Share Closing Amount..................................


More Definitions of Per Share Closing Amount

Per Share Closing Amount has the meaning ascribed thereto in Section 2.1(a).
Per Share Closing Amount means an amount equal to the quotient obtained by dividing (A) the Closing Cash Consideration by (B) the Share Number, rounded to the nearest $.0001.
Per Share Closing Amount means an amount equal to the quotient obtained by dividing the (1) Closing Date Cash Consideration by (2) the sum of the aggregate number of shares of Seller Common Stock and Seller Preferred Stock outstanding immediately prior to the Effective Time.
Per Share Closing Amount shall be determined by dividing: (A) the sum of the Purchase Price plus the Aggregate Exercise Price, by (B) the sum of (without duplication): (1) the aggregate number of shares of Company Common Stock (including, for the avoidance of doubt, all Rollover Shares and Dissenting Shares) outstanding immediately prior to the Effective Time (including: (x) any such shares subject to issuance pursuant to Company Options exercised or deemed exercised prior to the Effective Time and (y) any such shares subject to issuance pursuant to any Company Preferred Stock converted into shares of Company Common Stock prior to the Effective Time); plus (2) the total number of shares of Company Common Stock that are issuable upon the conversion in full of all shares of the Company Preferred Stock (including, for the avoidance of doubt, all Rollover Shares and Dissenting Shares) outstanding immediately prior to the Effective Time; plus (3) the aggregate number of shares of Company Common Stock purchasable under or otherwise subject to in-the-money (as of the Closing) Company Options outstanding immediately prior to the Effective Time.
Per Share Closing Amount has the meaning set forth in Section 1.5(b)(iv) of this Agreement.
Per Share Closing Amount shall be a fraction (A) the numerator of which equals the Closing Parent Stock Consideration Number and (B) the denominator of which equals the Aggregate Company Series E-1 Share Number.
Per Share Closing Amount shall have the meaning set forth in Section 1.5(b)(i).