Per Share Closing Merger Consideration means an amount equal to the Closing Merger Consideration divided by the Fully-Diluted Share Number.

Per Share Closing Merger Consideration means (a) cash equal to the Closing Cash Consideration divided by the Fully Diluted Share Number and (b) shares of Parent Common Stock equal to the Closing Parent Shares divided by the Fully Diluted Share Number.

Per Share Closing Merger Consideration means the quotient determined by dividing:

Examples of Per Share Closing Merger Consideration in a sentence

No interest will be paid or will accrue for the benefit of holders of the Certificates on the Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration or Preferred Per Share Merger Consideration, as applicable, payable upon the surrender of the Certificates.
Each Person executing a counterpart hereto (including the holders of Company Common Stock) acknowledges and agrees that the value per share assigned to the Rollover Common Shares for purposes of the Management Rollover Transaction was equal to the Class A Non-Rolling Per Share Closing Merger Consideration.

More Definitions of Per Share Closing Merger Consideration

Per Share Closing Merger Consideration means the amount equal to the quotient obtained by dividing (a) (i) the Closing Merger Consideration, plus (ii) the product of (A) the exercise price of each Vested Option, multiplied by (B) the number of shares of Common Stock underlying each such Vested Option (rounded down to the nearest whole cent), plus (iii) the exercise price of the Vested Warrant, plus (iv) the aggregate amount of Note Obligations used to offset amounts that would otherwise be payable to the applicable Securityholders in connection with the transactions as contemplated by Section 1.04(b)), by (b) the Fully Diluted Shares.

Per Share Closing Merger Consideration means (a) an amount in cash equal to the quotient of (i) the sum of the Closing Cash Merger Consideration, minus the Escrow Amount, minus the Holder Representative Amount, divided by (ii) the Fully Diluted Shares, plus (b) the Closing Stock Merger Consideration divided by the Fully Diluted Shares, plus (c) a number of Parent Warrants equal to the quotient of the Closing Warrant Merger Consideration divided by the Fully Diluted Shares.

Per Share Closing Merger Consideration means, with respect to a share of Company Preferred Stock or Company Common Stock (other than shares to be canceled pursuant to Section 2.6(c)), as applicable, the portion of the Closing Merger Consideration payable with respect to such share assuming that all Company Options, Company Warrants and Company Convertible Notes have been converted into the appropriate number of shares of Company Capital Stock immediately prior to Closing and assuming that there are no Dissenting Shares, as calculated immediately prior to the Effective Time in accordance with the Company Charter, applicable Legal Requirements and the terms of this Agreement, and as set forth on the Payment Schedule

Per Share Closing Merger Consideration means the number of Parent Ordinary Shares equal to the quotient obtained by dividing (a) the Closing Parent Share Consideration by (b) the Fully Diluted Shares.

Per Share Closing Merger Consideration means the amount equal to the quotient of (a) (i) the Merger Consideration, plus (ii) the product of (A) the exercise price of each Company Option multiplied by (B) the number of shares of Company Common Stock underlying each Company Option immediately prior to the Effective Time (rounded up to the nearest whole cent), minus (iii) the aggregate Per Share Preferred Return in respect of all outstanding shares of Company Preferred Stock (including the Purchaser Shares), minus (iv) the Escrow Amount, minus (v) the Representative Reserve Fund Amount, divided by (b) the fully diluted number, as of immediately prior to the Effective Time, of outstanding shares of Company Common Stock, outstanding shares of Company Preferred Stock and Company Common Stock underlying outstanding Company Options (including the Purchaser Shares).

Per Share Closing Merger Consideration shall refer to the Per Share Common Closing Merger Consideration and the Per Share Series A Closing Merger Consideration, as applicable.