Per Share Closing Date Merger Consideration definition

Per Share Closing Date Merger Consideration means an amount equal to the quotient obtained by dividing (i) the Closing Date Equity Payout by (ii) the Outstanding Shares, determined as described below in this Section 2.2.
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Per Share Closing Date Merger Consideration. Section 10.2(aaa) “Per Share Closing Date Merger Consideration Cash” Section 10.2(bbb) “Per Share Closing Date Merger Consideration Cash Value” Section 10.2(ccc) “Per Share Closing Date Merger Consideration Shares” Section 10.2(ddd) “Permitted Liens” Section 10.2(eee) “Person” Section 10.2(fff) “Personal Property” Section 2.14(b) “PIPE Documents” Section 3.25 “PIPE Investment” Section 3.25 “PIPE Proposal” Section 5.1(a) “Plan of Merger” Section 1.2 “Positive Amount” Section 1.5(v) “Post-Closing Covenants” Section 7.4(a)
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Per Share Closing Date Merger Consideration means an amount equal to the quotient obtained by dividing (i) an amount equal to (A) the Aggregate Distributable Closing Date Merger Consideration, minus (B) the Closing Date Bonus Payments Amount, plus (C) the aggregate exercise price for all Company Stock Options outstanding as of immediately prior to the Closing (but excluding Underwater Options), by (ii) the Common Stock Number; 104
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Examples of Per Share Closing Date Merger Consideration in a sentence

  • Thereafter, any holder of Certificates who has not complied with this Article II shall look only to Parent for payment of the Per Share Closing Date Merger Consideration.

  • Upon surrender of a Certificate for cancellation to the Paying Agent, together with a duly executed letter of transmittal and any other documents required by the Paying Agent, the holder of that Certificate shall be entitled to receive in exchange therefor, promptly following surrender of such documentation, the Per Share Closing Date Merger Consideration payable in respect of that Certificate, less any required withholding of Taxes.

  • The Per Share Closing Date Merger Consideration and the Per Share Post-Closing Merger Consideration are sometimes referred to herein as the "Per Share Merger Consideration".

  • Each employee that is awarded a Merger Bonus shall receive a cash payment from Parent or the Surviving Corporation at the Effective Time in an amount equal to the product of (i) the total number of shares of Company Common Stock designated for such employee multiplied by (ii) the excess of (A) the Per Share Closing Date Merger Consideration minus (B) $14.00.

  • Each Share issued and outstanding ------------------------ (excluding any Dissenting Shares) shall be converted into (i) the right to receive at the Effective Time the Per Share Closing Date Merger Consideration and (ii) the right to receive if, when and to the extent payable, the Per Share Post-Closing Merger Consideration.


More Definitions of Per Share Closing Date Merger Consideration

Per Share Closing Date Merger Consideration has the meaning set forth in Section 2.2(a).
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Per Share Closing Date Merger Consideration means the quotient of (i) Initial Merger Consideration divided by (ii) the Fully Diluted Number of Shares of Common Stock.
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Per Share Closing Date Merger Consideration means the product obtained by dividing the Closing Date Merger Consideration by the number of outstanding shares of Company Common Stock on the Closing Date.
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Per Share Closing Date Merger Consideration means the Per Share Cash ------------------------------------------- Consideration and the Per Share Stock Consideration.
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Per Share Closing Date Merger Consideration means with respect to each Company Common Share outstanding as of immediately prior to the Effective Time, the quotient obtained by dividing (i) the Estimated Closing Date Merger Consideration Amount by (ii) the number of Company Common Shares outstanding as of immediately prior to the Effective Time.
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Related to Per Share Closing Date Merger Consideration

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

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

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

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

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

  • 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).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • 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).

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

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

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • 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.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.