Proration Amount of Cash and Stock Consideration definition

Proration Amount of Cash and Stock Consideration means $6.62 cash, without interest, plus 0.1064 of a share of Parent Common Stock. “Proxy Statement/Prospectus” shall have the meaning set forth in Section 7.1(a).
Sample 1
Proration Amount of Cash and Stock Consideration means $6.62 cash, without interest, plus 0.1064 of a share of Parent Common Stock.
Sample 1

Examples of Proration Amount of Cash and Stock Consideration in a sentence

  • A representative of Raymond James then presented Raymond James’ financial analysis of the proposed transaction and orally expressed Raymond James’ opinion (subsequently confirmed in writing) that as of such date, based upon and subject to the considerations, assumptions, qualifications and limitations set forth in the opinion, the Exchange Offer price and the Proration Amount of Cash and Stock Consideration, were fair, from a financial point of view, to S1’s stockholders.

Related to Proration Amount of Cash and Stock Consideration

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

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

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

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

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

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

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

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

  • 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).

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

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

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

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

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

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

  • 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.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Share Dilution Amount means the increase in the number of diluted shares outstanding (determined in accordance with GAAP applied on a consistent basis, and as measured from the date of the Issuer’s most recent consolidated financial statements prior to the Signing Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • 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.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Unadjusted Principal Distribution Amount As defined in the definition of “Principal Distribution Amount.”