Per Share Merger Consideration definition

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

Per Share Merger Consideration has the meaning set forth in Section 2.1(b).

Per Share Merger Consideration means the product obtained by multiplying (i) the Exchange Ratio by (ii) $10.00.

Examples of Per Share Merger Consideration in a sentence

• At the Effective Time, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, shall be converted into the right to receive, an amount of cash equal to the Per Share Merger Consideration, without interest, as set forth in the Final Adjustment Statement finally determined and agreed upon by the parties pursuant to Section 1.5(c).

• Any holder of Company Stock Options that is entitled to Per Share Merger Consideration pursuant to Section 1.6(a)(i), shall not be required to deliver an executed Letter of Transmittal to the Exchange Agent to receive the Per Share Merger Consideration.

• Any holder of the Company Book Entry Shares whose shares of Company Common Stock were converted pursuant to Section 1.5(b) into the right to receive the Per Share Merger Consideration shall not be required to deliver a Company Certificate (nor an affidavit of loss in lieu thereof nor an indemnity bond) or an executed Letter of Transmittal to the Exchange Agent to receive the Per Share Merger Consideration.

• If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be deemed to have been converted into, as of the Effective Time, and shall thereafter represent only the right to receive, the Per Share Merger Consideration as provided in Section 1.5(b), and immediately following such cancellation shall be automatically cancelled and cease to exist.

• For the avoidance of doubt, notwithstanding anything to the contrary herein, the Closing shall not be consummated, unless and until Parent and the Company have mutually agreed to the Final Adjustment Statement and the Per Share Merger Consideration in accordance with this Section 1.5(c), which agreement shall not be unreasonably withheld, conditioned or delayed by either party.

More Definitions of Per Share Merger Consideration

Per Share Merger Consideration means (i) the Merger Consideration divided by (ii) the Total Stock.

Per Share Merger Consideration means, collectively, the Per Share Cash Consideration together with the Per Share Stock Consideration.

Per Share Merger Consideration shall have the meaning ascribed to such term in Section 4.1(a).

Per Share Merger Consideration means an amount equal to the Aggregate Merger Consideration divided by the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including all Dissenting Shares).

Per Share Merger Consideration means an amount in cash per share equal to the Merger Consideration divided by the total number of shares of Company Common Stock issued and outstanding on the Closing Date and entitled to receive the Per Share Merger Consideration.

Per Share Merger Consideration means (a) the Merger Consideration, divided by (b) the number of shares of Company Stock outstanding immediately prior to the Effective Time.

Per Share Merger Consideration means a number of shares of Buyer Common Stock equal to the Merger Consideration, divided by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, which is set forth on Schedule 5.2 hereto (rounded up or down to the nearest whole number of shares of Buyer Common Stock).