Per Share Total Cash Consideration definition

Per Share Total Cash Consideration means, as reasonably determined by the Company’s Board of Directors based on the Waterfall Schedule, the product of (a) Per Share Aggregate Consideration times (b) Total Cash Percentage.
Sample 1Sample 2Sample 3
Per Share Total Cash Consideration means an amount in cash equal to the total obtained by adding (a) the Per Share Cash Consideration, (b) a number of warrants to purchase one-half of one share of ENVG Class A common stock, where two warrants must be exercised for one whole share of ENVG Class Acommon stock at a price of $11.50 per share, equal to the quotient obtained by dividing (x) 4,100,000 by (y) the fully diluted total shares of Envigo, and (c) such holder's pro rata share of certain payments under the Tax Receivable Agreement, subject to the terms and conditions set forth therein.
Sample 1Sample 2

Examples of Per Share Total Cash Consideration in a sentence

  • The Cash Consideration, the New Warrant Consideration and the Tax Receivable Consideration are referred to, collectively, as the "Per Share Total Cash Consideration"; and the Stock Consideration, the New Warrant Consideration and the Tax Receivable Consideration are referred to, collectively, as the "Per Share Total Stock Consideration".

  • He could hear Porter shouting but could not hear what the other officers were saying.

Related to Per Share Total Cash Consideration

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

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Non-Cash Consideration means consideration in a form other than cash.

  • 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.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

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

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

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

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

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

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

  • 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.

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

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

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

  • Per Share Amount is defined in Section 1.1

  • 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.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Share Valuefinal means the Preference Share Value on the Valuation Date; and "Share Valueinitial" means the Preference Share Value on the Initial Valuation Date.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • 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.

  • Minimum Cash Amount shall have the meaning set forth in Section 6.2(iv).

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