Per Share Residual Amount definition

Per Share Residual Amount means the cash amount determined by dividing (a) the sum of the Aggregate Residual Amount plus the Aggregate Option Exercise Price plus the Warrant Exercise Price by (b) the Fully Diluted Equity Number.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedBook a Demo

Per Share Residual Amount has the meaning set forth in Section 1.5(g)(ix).

Per Share Residual Amount means the quotient obtained by dividing (i) the Merger Consideration plus the Aggregate Option Exercise Price plus the Aggregate Warrant Exercise Price minus the Aggregate Series A-2 Preference Amount minus the Aggregate Series A-1 Preference Amount minus the Aggregate Series A Preference Amount minus the Aggregate Common Share Preference Amount, by (ii) the sum of (A) the number of Common Shares outstanding immediately prior to the Effective Time, (B) the number of Common Shares issuable upon conversion (in accordance with the Company’s Amended and Restated Certificate of Incorporation) of all Preferred Shares issued and outstanding immediately prior to the Effective Time, (C) the total number of Common Shares issuable upon exercise of all Options outstanding immediately prior to the Effective Time and (D) the total number of Warrant Shares.

Examples of Per Share Residual Amount in a sentence

• Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Series A Preferred Stock, an amount of cash equal to the Per Share Residual Amount.

• Each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Series C Preferred Stock, an amount of cash equal to the sum of the Series C Preferred Preference Per Share plus the Per Share Residual Amount.

• Each share of Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Series D Preferred Stock, an amount of cash equal to the sum of the Series D Preferred Preference Per Share plus the Per Share Residual Amount.

• Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Company Restricted Stock) will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Common Stock, an amount of cash equal to the Per Share Residual Amount.

• Each share of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Series B Preferred Stock, an amount of cash equal to the Per Share Residual Amount.

More Definitions of Per Share Residual Amount

Per Share Residual Amount means the quotient obtained by dividing (A) the Aggregate Residual Amount by (B) the number of Outstanding Shares.

Per Share Residual Amount means an amount equal to the quotient obtained by dividing (i) the Aggregate Merger Consideration minus the Aggregate Preferred Preference Amount, by (ii) the Total Outstanding Fully Diluted Common Shares, rounded to the nearest one-hundred thousandth (0.00001) (with amounts 0.000005 and above rounded up).

Per Share Residual Amount means an amount equal to the quotient obtained by dividing (i) the sum of (a) the Residual Consideration, plus (b) the aggregate exercise price of (x) all Company Options that are In-the-Money-Company Options, and (y) all Company Warrants that are In-the-Money Company Warrants, by (ii) the Total Share Number.

Per Share Residual Amount means an amount equal to the Total Residual Amount, divided by the amount of Total Outstanding Shares.

Per Share Residual Amount shall be equal to the quotient obtained by dividing (x) the Cash Amount by (y) the aggregate number of shares of Company Capital Stock (including Company Options, Company Preferred Stock, and any other rights whether vested or unvested convertible into, exercisable for or exchangeable for, shares of Company Capital Stock on an as-converted, exercised or exchanged to Company Common Stock basis), rounded down to the nearest whole cent.