Per Share Net Merger Consideration definition

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
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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.
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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.
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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 the Per-Share Stock Merger Consideration plus an amount, in cash, equal to the sum of:
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Per Share Net Merger Consideration is defined in Section 1.6(c)(1).
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Related to Per Share Net Merger Consideration

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

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

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

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • 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.

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

  • 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.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

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

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).