Per Share Closing Consideration definition

Per Share Closing Consideration means the amount determined by dividing (A) the Estimated Merger Consideration, minus the sum of (x) Adjustment Escrow Amount and (y) the Seller Representative Expense Fund Amount, by (B) the number of Fully Diluted Shares.

Per Share Closing Consideration means (a) a number of shares of Parent Stock equal to the Per Share Closing Stock Consideration and (b) an amount in cash equal to the Per Share Closing Cash Consideration.

Per Share Closing Consideration means the quotient of (i) the Closing Merger Consideration divided by (ii) the sum of (A) the number of Shares issued and outstanding immediately prior to the Effective Time (on an as-converted to Common Stock basis) plus (B) the number of shares underlying Vested Options plus (C) the number of shares underlying outstanding Warrants.

Examples of Per Share Closing Consideration in a sentence

• Additionally, the estimated Per Share Closing Consideration set forth herein will differ from the actual Per Share Closing Consideration.

• Any holder of Company Shares (other than Excluded Shares) who has not theretofore complied with this Section 5.5 shall thereafter look only to the Surviving Company for payment of the Per Share Closing Consideration and to Parent for the applicable portion of any Future Payments, if any and when due and payable in accordance with the terms and conditions set forth in this Agreement, upon due surrender of its Certificates (or affidavits of loss in lieu of the Certificates), without any interest thereon.

• The Per Share Closing Consideration and Per Share Deferred Consideration delivered upon the surrender for exchange of Company Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock, and there shall be no further registration of transfers of Company Stock which were outstanding immediately prior to the Effective Time on the records of the Surviving Corporation.

• The Paying Agent shall hold the Payment Funds in segregated accounts on behalf of the Holders and use the Closing Payment Fund and each Future Payment Fund for the sole purpose of delivery of the Per Share Closing Consideration to the Stockholders and the delivery of the applicable portion of each Future Payment, if any, to the Holders, respectively, in accordance with the terms of this Agreement.

• The hearing body shall be either the full Compliance Committee or a subset of the Compliance Committee as appointed by the chairman of the Compliance Committee (the “Chair”).

More Definitions of Per Share Closing Consideration

Per Share Closing Consideration means the quotient obtained by dividing (i) the Closing Consideration by (ii) the Fully Diluted Share Number.

Per Share Closing Consideration means the Per Share Closing Cash Consideration and the Preferred Per Share Closing Consideration, as applicable.

Per Share Closing Consideration has the meaning set forth in Section 3.1(c)(v).

Per Share Closing Consideration means the average price per share calculated as follows: (i) the Closing Consideration divided by (ii) the Fully-Diluted Company Shares.

Per Share Closing Consideration means the Common Per Share Closing Consideration, the Series A-1 Per Share Closing Consideration or the Series A-2 Per Share Closing Consideration, as applicable.

Per Share Closing Consideration means the Per Share Standard Election Consideration, the Per Share Stock Election Consideration or the Per Share Cash Election Consideration, as applicable.

Per Share Closing Consideration means an amount per share that equals (i)(a) the Closing Cash Payment divided by (b) the number of Outstanding Shares determined as of immediately prior to the Effective Time plus (ii)(a) the Closing Stock Payment divided by (b) the number of Outstanding Shares determined as of immediately prior to the Effective Time.