Per Share Common Consideration definition

Per Share Common Consideration means an amount equal to (a) (i) the Merger Consideration minus (ii) the Aggregate Preferred Liquidation Payment, divided by (b) the Fully Diluted Number.

Per Share Common Consideration means an amount in cash equal to (a) the Total Merger Consideration, plus the Aggregate Exercise Price Amount, minus the Aggregate Liquidation Preference, divided by (b) the Total Outstanding Securities.

Per Share Common Consideration means the (A) Per Share Common Merger Cash Consideration, (B) Per Share Common Merger Stock Consideration and (C) and the right to receive such portion of the Earn-Out Payments, if any, payable pursuant to Section 2.9.

Examples of Per Share Common Consideration in a sentence

• As of the Effective Time, the number of Sealed Air Common Shares outstanding (including any awards pursuant to the Sealed Air Stock Plans) shall not exceed the number outstanding as of August 14, 1997, except to the extent that such excess is reflected in an adjustment to the Per Share Common Consideration (as defined in the Distribution Agreement) as provided in the definition thereof.

• Company Warrants with a per share exercise price greater than or equal to the Per Share Common Consideration (“Out-of-the-Money Warrants”), shall be cancelled without consideration.

• Vested Company Options with a per share exercise price greater than or equal to the Per Share Common Consideration shall be cancelled without consideration.

• For purposes of this Agreement, the term “Spread Value” means, with respect to each Company Share underlying such Promised Option, (x) the Per Share Common Consideration, less (y) the Deemed Exercise Price of such Promised Option.

• Between the date of this Agreement and the Effective Time, Buyer and the Company shall cooperate in determining procedures for holders of Company Stock Options to exercise their Company Stock Options without the payment of cash (and their receipt of the Per Share Common Consideration less the per share exercise price for each share issuable upon exercise of the Company Stock Option), if the parties jointly agree on such procedures.

More Definitions of Per Share Common Consideration

Per Share Common Consideration means the Per Share Common Cash Consideration and the Per Share Common Stock Consideration.

Per Share Common Consideration has the meaning set forth in Section 1.7(b)(ii).

Per Share Common Consideration the shares (or frac- tion of a share) of Newco Common Stock issuable in the Recapi- talization per share of Grace Common Stock outstanding as of the Record Date, such amount to be determined by dividing (a) the amount equal to (I) 40,895,000, increased by the product, if any, of (x) 1.7027 and (y) the net increase in outstanding Sealed Air Common Shares between August 14, 1997 and the Dis- tribution Date, minus (II) the Net Option Number, by (b) the aggregate number of shares of Grace Common Stock outstanding as of the Record Date, the result being rounded to the nearest one-thousandth (or, in the event there is no nearest number, rounded up to the next one-thousandth). "Net Option Number" means

Per Share Common Consideration means (i) the number of shares of Parent Common Stock equal to (A) the Aggregate Stock Consideration, divided by (B) the Fully Diluted Common Number; and (ii) an amount in cash equal to (A) the Initial Per Share Cash Consideration, plus (B) any Final Adjustment Amount to be paid to the Stockholders (if applicable), divided by the Fully Diluted Common Number (if applicable), minus (C) any Final Adjustment Amount to be paid to Parent, divided by the Fully Diluted Common Number.

Per Share Common Consideration means, with respect to each share of Company Common Stock, one share of Parent Common Stock (the “Common For Common Shares”); provided, however, that each holder of shares of Company Common Stock that owns 1,000 or fewer shares of Company Common Stock will receive cash in lieu of Common for Common Shares equal to $0.25 per share. For the avoidance of doubt, any shares issued upon the exercise of Company Options after the execution of this Agreement but before the Effective Time will be counted as outstanding shares of Company Common Stock at the Effective Time for purposes of determining the number of Common for Common Shares.

Per Share Common Consideration means (1) cash, without interest, in an amount equal to (A) the quotient of (x) 40% of the Common Consideration divided by (y) the total number of Company Common Shares (other than any Company Common Shares to be canceled pursuant to Section 1.6(d)(i)) issued and outstanding immediately prior to the Effective Time (assuming exercise of all Company Options) less (B) 40% of the Unvested Option Adjustment, and (2) such number of shares of Parent Common Stock as is equal to (A) the quotient of (x) the Per Share Common Stock Value divided by (y) the total number of Company Common Shares (other than any Company Common Shares to be canceled pursuant to Section 1.6(d)(i)) issued and outstanding immediately prior to the Effective Time (assuming exercise of all Company Options) less (B) the quotient of (x) 60% of the Unvested Option Adjustment divided by (y) the Parent Average Closing Price.

Per Share Common Consideration means a number of Parent ADRs equal to (a) 73,333,333 divided by (b) the total number of outstanding shares of capital stock of the Company immediately prior to Closing.