Per Shareholder Consideration definition

Per Shareholder Consideration has the meaning assigned to it in Section 1.1(a).
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Per Shareholder Consideration means, with respect to any Company Shareholder (a) an amount of cash and (b) a number of Pubco Shares set forth opposite such Shareholder’s name on the Company Shareholder Schedule as determined in accordance with the Company Governing Documents and based on the Cash Consideration and Stock Consideration. Notwithstanding the foregoing, the sum of the cash amounts payable to all Company Shareholders and the total number of all Pubco Shares issuable to all Company Shareholders, in each case as set forth on the Company Shareholder Schedule shall not exceed the Cash Consideration and Stock Consideration, respectively.
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Examples of Per Shareholder Consideration in a sentence

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Related to Per Shareholder Consideration

  • 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).

  • 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.

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

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

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

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

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

  • 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.

  • 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.

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

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

  • Class A Shareholder means a holder of Class A Shares;

  • Subco Shares means the common shares in the capital of Subco.

  • Company Shares means the common shares in the capital of the Company;

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

  • Newco Shares means the common shares in the capital of Newco;

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

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

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

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

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

  • Ordinary Shareholder means a holder of ordinary shares;