Per Share Closing Common Merger Consideration definition

Per Share Closing Common Merger Consideration means the amount obtained by dividing (i) the Closing Common Merger Consideration plus the Aggregate Exercise Price by (ii) the Fully Diluted Shares.
Sample 1
Per Share Closing Common Merger Consideration means the amount obtained by dividing (i) the Closing Common Merger Consideration by (ii) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time on a fully diluted basis, after giving effect to the exercise of the Company Warrants (other than shares held in treasury or by Parent, Merger Sub or the Company and its Subsidiaries).
Sample 1

Related to Per Share Closing Common Merger Consideration

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

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

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

  • 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).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

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

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

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

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

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

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

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

  • 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.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.