Preferred Merger Consideration definition

Preferred Merger Consideration shall have the meaning set forth in Section 3.1(c).

Preferred Merger Consideration has the meaning assigned in Section 2.14(c).

Preferred Merger Consideration means an amount per share equal to either the Preferred Conversion Value or the Preferred Redemption Value, as determined in accordance with Section 2.02(c) of this Agreement.

Examples of Preferred Merger Consideration in a sentence

• For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor.

• Any holder of Shares or Preferred Shares who has not exchanged the Shares or Preferred Shares for the Merger Consideration or Preferred Merger Consideration in accordance with Section 1.4 within one (1) year after the Effective Time shall have no further claim upon the Paying Agent and shall thereafter look only to the Surviving Corporation for payment in respect of the Shares or Preferred Shares.

• After the Effective Time, each such holder, upon surrender to the Paying Agent of such certificate or certificates (together with such letter of transmittal duly executed), will be entitled to receive the Merger Consideration or the Preferred Merger Consideration.

• If, after the Effective Time, such holder fails to perfect or withdraws or loses the right to appraisal, such Shares or Preferred Shares shall thereupon be deemed to have been converted into and shall receive, at the Effective Time, the Merger Consideration pursuant to the terms of Section 1.3 (a), or the Preferred Merger Consideration pursuant to the terms of Section 1.3(b), without any interest thereon or addition thereto and such Share or Preferred Share shall thereupon be canceled.

• Until surrendered as contemplated by this Section 2.02, each Preferred Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Preferred Merger Consideration to which the holder of such Preferred Certificate is entitled pursuant to this Article II.

More Definitions of Preferred Merger Consideration

Preferred Merger Consideration means the amount of cash the right to receive which a Preferred Share shall be converted into at the Effective Time pursuant to Section 2.1(c).

Preferred Merger Consideration means, subject to Section 2.4 below, (A) a cash payment equal to the product of (1) the cash portion of the Merger Consideration and (2) 1.7094 and (B) a number of fully paid and nonassessable shares of Parent Common Stock equal to the product of (1) the Conversion Number and (2) 1.

Preferred Merger Consideration means the Accreted Value divided by the number of shares of Company Preferred Stock outstanding on the Closing Date (the “Total Preferred Share Number”).

Preferred Merger Consideration is defined in Section 1.6(a)(i).

Preferred Merger Consideration means an amount per share of Company Preferred Stock equal to $1590.91.

Preferred Merger Consideration means an amount per share of Company Preferred Stock equal to $1719.70.

Preferred Merger Consideration has the meaning set forth in Section 3.1(a)(ii)(B). “Preferred Stockholder Approval” has the meaning set forth in Section 4.4(c). “Preferred Stockholder Written Consent” has the meaning set forth in Section 4.4(d).