Per Share Net Merger Consideration definition
Per Share Net Merger Consideration means, with respect to each share of Company Stock issued and outstanding as of immediately prior to the Effective Time, the Per Share Common Merger Consideration, Per Share Series A Merger Consideration, Per Share Series B Merger Consideration or Per Share Series C Merger Consideration, as applicable, in each case net of the Pro Rata Share of the Escrow Amount and the Expense Fund with respect to such share.
Per Share Net Merger Consideration means, with respect to (i) each share of Company Stock (other than Company Series D Stock) issued and outstanding as of immediately prior to the Effective Time, the Per Share Merger Consideration net of the Pro Rata Escrow Share of the Escrow Amount and the Expense Fund with respect to such share and, for avoidance of doubt, excluding the aggregate Per Company Option Merger Payment and (ii) each share of Company Series D Stock issued and outstanding as of immediately prior to the Effective Time, the Per Share Series D Merger Consideration. “Per Share Series D Merger Consideration” means, with respect to each share of Company Series D Stock outstanding as of immediately prior to the Effective Time, the Liquidation Preference. “Permits” has the meaning given in Section 2.11(b). “Permitted Liens” has the meaning given in Section 2.15. “Person” means any individual, company, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, group, firm, association, joint-stock company, Governmental Entity or other entity. “Personal Information” has the meaning given in Section 2.17(a). “Pre-Closing Covenants” has the meaning given in Section 10.5(b). “Pre-Closing Taxable Periods” has the meaning given in Section 6.2. 11
Per Share Net Merger Consideration means the Per-Share Stock Merger Consideration plus an amount, in cash, equal to the sum of:
Examples of Per Share Net Merger Consideration in a sentence
Upon delivery of such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the Buyer shall cause the Paying Agent to pay, immediately subsequent to Closing, to each Stockholder the Per Share Net Merger Consideration that such holder has the right to receive in respect of the shares of the Company Stock formerly owned by such Stockholder.
More Definitions of Per Share Net Merger Consideration
Per Share Net Merger Consideration means (i) the sum of the Net Merger Consideration plus the Aggregate Option Exercise Price, divided by (ii) the sum of the number of shares of Common Stock outstanding immediately prior to the Effective Time plus the number of shares of Common Stock underlying the In-The-Money Options with respect to which the Company has received Option Cancellation Agreements duly executed by the respective Option Holders prior to the Closing Date.
Per Share Net Merger Consideration is defined in Section 1.6(c)(1).