Per Share Common Stock Merger Consideration definition

Per Share Common Stock Merger Consideration means, with respect to each share of Common Stock, the per share cash amount determined by dividing (a) the sum of: (i) the Fully-Diluted Stockholder Proceeds and (ii) the Option Proceeds, by (b) the Fully-Diluted Outstanding Stock immediately prior to the Effective Time.

Per Share Common Stock Merger Consideration means $10.50 per Common Share in cash, without interest.

Per Share Common Stock Merger Consideration means an amount, which amount shall be set forth in the Merger Consideration Table, in cash equal to the quotient of (a) the Aggregate Participating Amount, divided by (b) the Fully Diluted Outstanding Stock immediately prior to the Effective Time.

Examples of Per Share Common Stock Merger Consideration in a sentence

• For the avoidance of doubt, any Vested Company Option which has an exercise price per Common Share that is greater than or equal to the Per Share Common Stock Merger Consideration shall be cancelled at the Effective Time for no consideration, payment or right to consideration or payment.

• Subject to Section 4.2(g), the Eligible Common Shares shall be automatically converted into the right to receive the Per Share Common Stock Merger Consideration and shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and each holder of Eligible Common Shares represented by a Certificate or Book-Entry Share shall cease to have any rights with respect thereto, except the right to receive the Per Share Common Stock Merger Consideration, payable pursuant to Section 4.2.

• The aggregate number of Parent Common Shares payable to holders of Hermes Sub I Common Stock and Hermes Sub I Class A Common Stock as the Per Share Common Stock Merger Consideration is hereinafter referred to as the “Common Stock Merger Consideration”.

• Parent shall advise the Company, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the shares of Parent Common Stock included in the Per Share Common Stock Merger Consideration for offering or sale in any jurisdiction, and Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated.

• Applicable Tax withholdings with respect to the converted Company Restricted Shares first shall reduce the Per Share Common Cash Merger Consideration received with respect to the Exchanged Restricted Shares held by an individual holder and then shall reduce the Per Share Common Stock Merger Consideration, with the value of any tax withholdings that reduce the Per Share Common Stock Merger Consideration to be based on the Parent Stock Price.

More Definitions of Per Share Common Stock Merger Consideration

Per Share Common Stock Merger Consideration means a number of shares of Parent Common Stock equal to (i) the Stock Consideration divided by (ii) the number of issued and outstanding shares of Company Common Stock as of the Pricing Date, on a fully diluted basis (calculated after giving effect to the vesting of all Company Restricted Shares as a result of the Transactions).

Per Share Common Stock Merger Consideration means, with respect to each share of Common Stock, the per share cash amount determined by dividing (A) the sum of: (i) the Fully-Diluted Stockholder Proceeds, (ii) the Option Proceeds and (iii) the Temporary Escrow Amount (less any distributions to Parent from such amount made in accordance with Section 2.12(g)) by (B) the Fully-Diluted Outstanding Stock.

Per Share Common Stock Merger Consideration means, with respect to each share of Company Common Stock, (i) the Per Share Closing Cash Amount, (ii) the Per Share EMS Parent Share Amount and (iii) the Per Share Additional Merger Consideration (if any).

Per Share Common Stock Merger Consideration means, with respect to each share of Island Common Stock issued and outstanding immediately prior to the Effective Time, (i) a portion of a Merger Note with a principal amount equal to the Per Share Common Stock Merger Consideration Amount multiplied by the Debt Ratio and (ii) a number of Subordinate Voting Shares with a value (based on the VWAP) equal to the Per Share Common Stock Merger Consideration Amount multiplied by the Equity Ratio.

Per Share Common Stock Merger Consideration means the quotient of the Common Stock Merger Consideration issued (as Initial Common Stock Merger Consideration) and issuable (as Earnout Stock) hereunder divided by the number of issued and outstanding Company Shares immediately prior to Effective Time.

Per Share Common Stock Merger Consideration means, with respect to each share of Company Common Stock, each of (a) the Per Share Cash Amount and (b) the Per Share Stock Amount.

Per Share Common Stock Merger Consideration means, with respect to each share of Company Common Stock, an aggregate amount