Per Share Consideration Amount definition

Per Share Consideration Amount means the quotient obtained by dividing (a) (i) the Estimated Cash Consideration, plus (ii) the aggregate option exercise price for all Company Options, plus (iii) the aggregate warrant exercise price for all Company Warrants, minus (iv) the Expense Amount by (b) the Total Fully Diluted Capitalization.
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Per Share Consideration Amount means an amount equal to (x) the Aggregate Merger Consideration Amount divided by (y) the aggregate number of shares of Company Common Stock outstanding at the Effective Time.
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Per Share Consideration Amount means a fraction, (a) the numerator of which is equal to (x)(i) the number of Transferred Shares multiplied by (ii) $6.10 minus(y) the outstanding balance of the JPI Note plus accrued interest thereon through and including the Closing Date in accordance with the terms thereof, and (b) the denominator of which is the total number of shares of New JPI Common Stock outstanding as of immediately prior to the effective time of the Merger.
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Examples of Per Share Consideration Amount in a sentence

  • At the Closing, each share of Company Stock issued and outstanding immediately prior to the Closing shall be sold to Buyer in exchange for an amount equal to the Per Share Consideration Amount (subject to adjustment pursuant to Section 2.8).


More Definitions of Per Share Consideration Amount

Per Share Consideration Amount means the quotient obtained by dividing (A) the Total Consideration, by (B) the aggregate number of shares of
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Per Share Consideration Amount means, with respect to any Milestone Payment or Revenue Payment, as applicable, the amount equal to (i) (A) the Cumulative Contingent Payment Amount, minus (B) the Liquidation Preference Amount Remainder, minus (C) the Prior Share Payment Amount, divided by (ii) the Fully Diluted Amount.
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Per Share Consideration Amount means a fraction, (a) the numerator of which is equal to (x)(i) the number of Transferred Shares multiplied by (ii) $6.10 minus (y) the outstanding balance of the JPI Note plus accrued interest thereon through and including the Closing Date in accordance with the terms thereof, and (b) the denominator of which is the total number of shares of New JPI Common Stock outstanding as of immediately prior to the effective time of the Merger.
Sample 1

Related to Per Share Consideration Amount

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

  • Base Consideration is defined in Section 2.2.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • 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.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(i) below) and the holders of a majority in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

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

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.