Per Share Escrow Consideration definition

Per Share Escrow Consideration means an amount of cash equal to the quotient obtained by dividing (A) the Escrow Amount by (B) the Total Outstanding Shares (excluding the aggregate number of shares of Company Common Stock issuable upon the exercise of Company Options outstanding as of immediately prior to the First Merger Effective Time).

Per Share Escrow Consideration means, with respect to each distribution of Escrow Consideration, the quotient of the amount of such Escrow Consideration divided by the sum of (i) that number of Holdings Common Shares issued and outstanding immediately prior to the Effective Time, (ii) the number of Holdings Common Shares issuable upon conversion of the issued and outstanding Holdings Series A Preferred Shares immediately prior to the Effective Time and (iii) that number of Holdings Common Shares that are subject to issuance upon the exercise of Options vested (or that automatically vest in connection with the Merger) immediately prior to the Effective Time.

Per Share Escrow Consideration means the value equal to the quotient of (a) any portion of the Escrowed Stock and Escrowed Cash released to the Equityholders pursuant to Article 8, divided by (b) the Participating Escrow Share Number.

Examples of Per Share Escrow Consideration in a sentence

• In lieu of any fraction of the Per Share Escrow Consideration to which a Target Holder would otherwise be entitled, such Target Holder will receive from Parent an amount of cash (rounded to the nearest whole cent) equal to the product of such fraction multiplied by Ten Dollars ($10.00).

• Except for dividends paid in stock declared with respect to the shares of Parent Common Stock held in the Escrow Fund, which shall be treated as part of the Escrow Fund, any cash dividends, dividends payable in securities or other distributions of any kind made in respect of the shares of Parent Common Stock held in the Escrow Fund will be delivered to the Target Holders based on their aggregate Per Share Escrow Consideration.

• After the initial release of the Per Share Escrow Consideration, the Per Share Escrow Consideration shall be recalculated each time a portion of the Escrow Fund is released to the Target Holders taking into consideration all shares released to Parent for indemnification pursuant to this ARTICLE VII, all amounts to be continued to be held in the Escrow Fund and all amounts previously paid to the Target Holders.

• The Junior Preferred Per Share Escrow Consideration and the Series C Per Share Escrow Consideration are herein together referred to as the “Per Share Escrow Consideration”.

• Each Target Holder shall be entitled to receive the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, whichever is applicable, with respect to each share of Target Preferred Stock exchanged pursuant to the terms of Section 1.7(b).

More Definitions of Per Share Escrow Consideration

Per Share Escrow Consideration means the quotient obtained by dividing (i) the Escrow Funds less any amounts distributed therefrom pursuant to the terms of this Agreement and the Escrow Agreement (without duplication), by (ii) the Fully Diluted Shares Outstanding.

Per Share Escrow Consideration means the amount obtained by dividing (i) the Escrow Amount, by (ii) the Fully-Diluted Number.

Per Share Escrow Consideration means the number of shares of Parent Common Stock equal to the quotient obtained by dividing (a) 2,250,000 by (b) the number of shares of Company Common Stock held by Former Company Stockholders immediately prior to the Effective Time.

Per Share Escrow Consideration means a dollar amount equal to the quotient obtained by dividing (i) the portion of the Escrow Funds that is from time to time distributable to the Securityholders in accordance with terms of the Escrow Agreement, by (ii) the Fully Diluted Shares Outstanding.

Per Share Escrow Consideration means, with respect to each release of Escrow Funds, if any, to the Common Shareholders and Vested Option Holders pursuant to the terms and conditions of the Escrow Agreement, the quotient of (i) the amount of such release, divided by

Per Share Escrow Consideration shall each mean the Per Share Consideration divided by two.

Per Share Escrow Consideration means the Common Stock Per Share Escrow Consideration, the Series F Per Share Escrow Consideration or the Series G Per Share Escrow Consideration, as applicable.