Per Share Consideration Value definition

Per Share Consideration Value means an amount equal to the quotient of (a) the Aggregate Merger Consideration, divided by (b) the Fully Diluted Common Number.
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Per Share Consideration Value shall be equal to: (A) if the Average NYSE Closing Price is $31.12 or more, $36.19; (B) if the Average NYSE Closing Price is at least $28.73 but less than $31.12: $35 (0.59 * 35) + (0.41 * Average NYSE Closing Price * ------ ); $28.73 (C) if the Average NYSE Closing Price is less than $28.73 but greater than $21.54, $35; or (D) if the Average NYSE Closing Price is $21.54 or less:
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Per Share Consideration Value means (a) the Per Share Cash Consideration plus (b) (i) the Per Share Equity Consideration multiplied by (ii) the Market Price.
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Examples of Per Share Consideration Value in a sentence

  • HFP has received the ---------------------------- opinion of Xxxxxxx Xxxxx & Co. ("Xxxxxxx Sachs"), as of the date hereof, to the effect that, as of such date, the Per Share Consideration Value is fair from a financial point of view to the holders of HFP Common Stock and a copy of such opinion has been made available to Xxxxxx.

  • The aggregate amount payable to purchase all outstanding Stock Options is sometimes referred to herein as the “Stock Options Redemption Amount.” If the exercise price per share of any Stock Option is equal to or greater than the Per Share Consideration Value, such Stock Option shall be canceled at the Effective Time without any payment being made in respect thereof.

  • At the Effective Time, each issued and outstanding share of SVBank Common Stock (other than Dissenting Shares) shall be converted into the right to receive, at the election of the holder thereof as provided in and subject to the provisions of Section 2.4(b), either: (i) a number of shares of Purchaser Common Stock equal to the Exchange Ratio (the "Per Share Stock Consideration"), or (ii) cash in an amount equal to the Per Share Consideration Value (the "Per.

  • The aggregate amount payable to purchase all outstanding Stock Options is sometimes referred to herein as the "Stock Options Redemption Amount." If the exercise price per share of any Stock Option is equal to or greater than the Per Share Consideration Value, such Stock Option shall be canceled at the Effective Time without any payment being made in respect thereof.

  • If, before giving effect to Section 3.08(d)(i) and Section 3.08(d)(ii), the number of Cash Election Shares multiplied by the Closing Per Share Consideration Value is equal to the Closing Cash Consideration, then Section 3.08(d)(i) and Section 3.08(d)(ii) shall not apply.

  • For purposes of this Agreement, each Stock Option in which the Per Share Consideration Value exceeds the exercise price in respect to such Stock Option shall sometimes hereinafter be referred to as an “In-the-Money Stock Option.” Immediately prior to the Effective Time, SVBank shall purchase each outstanding and unexercised In-the-Money Stock Option for an amount equal to Per Share Consideration Value less the exercise price in respect of each such Stock Option.

  • For purposes of this Agreement, each Stock Option in which the Per Share Consideration Value exceeds the exercise price in respect to such Stock Option shall sometimes hereinafter be referred to as an "In -the -Money Stock Option." Immediately prior to the Effective Time, SVBank shall purchase each outstanding and unexercised In -the -Money Stock Option for an amount equal to Per Share Consideration Value less the exercise price in respect of each such Stock Option.


More Definitions of Per Share Consideration Value

Per Share Consideration Value means the quotient, rounded to the nearest ten - thousandth, obtained by dividing (a) the Aggregate Merger Consideration by (b) the SVBank Diluted Shares.
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Per Share Consideration Value means (a) the Aggregate Closing Consideration divided by (b) the Company TSM Shares.
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Per Share Consideration Value means the quotient, rounded to the nearest ten-thousandth, obtained by dividing (a) the Aggregate Merger Consideration by (b) the SVBank Diluted Shares.
Source 1

Related to Per Share Consideration Value

  • 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;

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

  • 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.

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