Per Share Common Merger Consideration definition

Per Share Common Merger Consideration means (i) the Closing Merger Consideration, minus the Aggregate Preferred Liquidation Preference Amount payable in respect of all issued and outstanding shares of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, divided by (ii) the Fully Diluted Shares, as set forth on the Final Merger Consideration Certificate.
Per Share Common Merger Consideration means that amount obtained by dividing (A) the Common Consideration, by (B) the Total Outstanding Common Shares.
Per Share Common Merger Consideration has the meaning set forth in Section 2.6(c).

Examples of Per Share Common Merger Consideration in a sentence

  • Each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares), including shares of Company Common Stock issued upon conversion of any shares of Company Preferred Stock prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of Parent, the Company or the holder thereof, be converted into the right to receive a cash payment equal to the Per Share Common Merger Consideration.

  • Participating Preferred Stock" shall mean (i) shares of Class A Preferred Stock and Class B Preferred Stock issued and outstanding immediately prior to the Effective Time and (ii) any issued and outstanding shares of Class C Preferred Stock or Class D Preferred Stock that participate with the Company Common Stock on an as-converted basis and receive the Per Share Common Merger Consideration.


More Definitions of Per Share Common Merger Consideration

Per Share Common Merger Consideration means the quotient obtained by dividing (A) the Common Stock Merger Consideration by (B) the Common Stock Base Number.
Per Share Common Merger Consideration means (i) a number of shares of Ready Capital Common Stock based on the Exchange Ratio, plus (ii) the Per Share Cash Consideration, in each case, subject to adjustment as provided in the Merger Agreement.
Per Share Common Merger Consideration means (A) if the Company Preferred Stock does not receive Merger Consideration on an as converted to Company Common Stock basis, the quotient obtained by dividing (i) the sum of the Merger Consideration as such may be adjusted as set forth herein, minus the Aggregate Series C Liquidation Preference, minus the Aggregate Series B Liquidation Preference, and minus the Aggregate Series A Liquidation Preference, by (ii) the Fully Diluted Shares Outstanding, minus the aggregate number of shares of Company Common Stock into which the Company Preferred Stock are convertible as of immediately prior to the Effective Time, or (B) if the Company Preferred Stock does receive Merger Consideration on an as converted to Company Common Stock basis, the quotient obtained by dividing (i) the Merger Consideration as such may be adjusted as set forth herein, by (ii) the Fully Diluted Shares Outstanding.
Per Share Common Merger Consideration means the sum of the (i) Per Share Common Closing Consideration plus (ii) the Per Share Common Milestone Consideration.
Per Share Common Merger Consideration means an amount, rounded to four decimal places, equal to (a) the Per Share Common Closing Consideration, (b) the right to receive the Per Share Shortfall Consideration (if any), as and when payable in accordance with the terms of this Agreement, (c) the right to receive the Per Share Working Capital Escrow Consideration (if any), as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, (d) the right to receive the Per Share Indemnity Escrow Consideration (if any), as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, (e) the right to receive the Per Share Consent Holdback Consideration (if any), as and when payable in accordance with the terms of this Agreement and the Escrow Agreement, and (f) the right to receive the Per Share Earnout Consideration (if any), as and when payable in accordance with the terms of this Agreement. ​
Per Share Common Merger Consideration means the amount equal to the quotient obtained by dividing (x) the Adjusted Merger Consideration by (y) the Fully Converted Shares of Company Common Stock Outstanding.
Per Share Common Merger Consideration means the (a) Common Merger Consideration, divided by (b) number of shares of Common Stock outstanding immediately prior to the Effective Time.