Per Share Initial Consideration definition

Per Share Initial Consideration means an amount equal to the quotient obtained by dividing (i) the Net Initial Purchase Price plus the aggregate Exercise Price for all vested Options (or vested portions thereof) minus the Series A Liquidation Amount minus the Series A-1 Liquidation Amount, by (ii) the Fully Diluted Shares Outstanding.
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Per Share Initial Consideration means an amount equal to (A) (I) the Closing Per Share Consideration, multiplied by (II) 0.6, less (B) the Per Share Initial Escrow Amount - Common Stock.
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Per Share Initial Consideration means an amount equal to (A) (I) the Closing Per Share Consideration, multiplied by (II) 0.6, less (B) the Per Share Initial Escrow Amount.
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Examples of Per Share Initial Consideration in a sentence

  • Restricted Stock Units equal to the quotient obtained by dividing (i) the Per Share Initial Consideration by (ii) the Average Closing Price, then rounded down to the nearest whole number of Nice Ltd.

  • The Per Share Initial Consideration is the Pro Forma Company Shares as of the Effective Time divided by the number of Company Shares outstanding as of the Effective Time.

  • In the event that Parent elects to pay any amount of any Accelerated Per Share Initial Consideration due hereunder or under the Carveout Plan in the form of shares of Parent Common Stock, then such shares of Parent Common Stock shall have been approved for listing on NASDAQ.


More Definitions of Per Share Initial Consideration

Per Share Initial Consideration means an amount equal to the greater of (x) zero and (y) (A) (I) the Merger Per Share Consideration, multiplied by (II) 0.6, less (B) the Accelerated Per Share Initial Consideration (excluding the amount of any such Accelerated Per Share Initial Consideration previously deducted from a payment otherwise required to be made pursuant to Section 1.8(a)(i)). *** Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 240.24b-2
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Per Share Initial Consideration means an amount equal to the quotient obtained by dividing (i) the Initial Merger Consideration (as adjusted pursuant to Section 2.2) by (ii) the Fully Diluted Share Number.
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Per Share Initial Consideration for any share of Company Common Stock means the portion of the Initial Consideration allocated to such share in accordance with the Allocation Principles and as set forth in the Allocation Certificate for the Initial Consideration.
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Per Share Initial Consideration means (i) (x) the Initial Consideration, minus (y) the Series D Liquidation Preference Amount, plus (z) the aggregate exercise price of all Company Options and Common Stock Warrants outstanding at the Effective Time, divided by
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Per Share Initial Consideration has the meaning set forth in Section 1.3(a)(i).
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Related to Per Share Initial Consideration

  • Initial Consideration shall have the meaning set forth in Section 5.01.

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

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

  • 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.

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

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • 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.

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

  • 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.

  • Base Consideration is defined in Section 2.2.

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

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

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Additional Consideration has the meaning set forth in Section 3.2.

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

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

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

  • 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.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • 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.

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).