Series A Merger Consideration definition

Series A Merger Consideration has the meaning set forth in Section 2.01(c).

Series A Merger Consideration means an amount equal to the Per Share Series A Merger Consideration multiplied by the aggregate number of shares of Series A Preferred Stock outstanding as of immediately prior to the Effective Time.

Series A Merger Consideration has the meaning specified in Section 3.01(d).

Examples of Series A Merger Consideration in a sentence

• For the avoidance of doubt, in no event shall the sum of the aggregate amount of the Per Share Series A Merger Consideration, the Per Share Series A-1 Merger Consideration, the Per Share Series A-2 Merger Consideration, the Per Share Series B Merger Consideration and the Per Share Common Stock Consideration exceed the Aggregate Merger Consideration.

• At the Closing, Parent shall deposit or cause to be delivered to Holdings all of the Common Stock Merger Consideration and all of the Series A Merger Consideration with the exception of the Series A Escrow Shares, which Parent shall cause to be deposited into the Stock Escrow Account in accordance with the terms of the Stock Escrow Agreement.

• At the Effective Time, each share of Series A Preferred issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section 2.8(a), an amount of cash (without interest) equal to the Per Share Series A Merger Consideration.

• At the Effective Time, all such shares of Series A Preferred Stock and any and all rights related thereto shall cease to be outstanding, shall be cancelled and shall cease to exist, and each such share of Series A Preferred Stock shall thereafter represent only the right to receive the Series A Merger Consideration in accordance with this Agreement.

• As a material inducement to the Company to consent to the Rollover Transaction, notwithstanding anything herein to the contrary, the parties each acknowledge and agree that effective as of the Effective Time, none of the Rollover Shares shall be converted into the right to receive the Per Share Common Merger Consideration or the Per Share Series A Merger Consideration that otherwise would have been payable with respect to such Rollover Shares pursuant to this Agreement.

More Definitions of Series A Merger Consideration

Series A Merger Consideration means, subject to final determination based on the Final Closing Date Balance Sheet, that number of shares of common stock, par value $0.001 per share, of the Parent (“Parent Common Stock”) equal to (A) $4,200,000, less the Merger Consideration Adjustment, divided by (B) the Parent Stock Per Share Price.

Series A Merger Consideration means a dollar amount equal to the Post Preference Merger Consideration divided by the number of issued and outstanding shares of Company Non-Participating Preferred Stock, which dollar amount is $0, as set forth in the Merger Consideration Certificate.

Series A Merger Consideration means 19,592,594 shares of Parent Series A Preferred Stock, plus that number of shares of Parent Series A Preferred Stock equal to the product of X and Y, where: X is equal to the excess of (i) 24,323,614 over (ii) the number of shares of Parent Common Stock issued as part of the Common Stock Merger Consideration (the amount of such excess, the “Replacement Number”); and Y is 0.8825; provided that if X exceeds 3,450,000, then Y shall be 1.0000 with respect to such excess.

Series A Merger Consideration shall have the meaning set forth in Section 4.1(a)(ii).

Series A Merger Consideration means the quantity (i) Applicable Merger Consideration minus Total Preference Amount which difference if greater than zero shall be multiplied by (ii) a fraction which is equal to (a) the Fully Diluted Series A Preferred Share Number divided by (b) the Fully Diluted Total Share Number to which product of (i) and (ii) shall be added to the sum of (iii) the Series A Preference Amount (subject to escrow withholding);

Series A Merger Consideration means, for each share of Company Series A Preferred Stock, an amount of cash equal to the product of (i) a quotient, the numerator of which is the sum of (A) $101.76, plus (B) accrued interest at the rate of six percent (6%) per annum accrued daily on the principal amount of $101.76 calculated for the period beginning the day after the Last Series A Dividend Payment Date until the Effective Time, and the denominator of which is $4.50, multiplied by (ii) $10.50, without interest.

Series A Merger Consideration means an amount of cash per share of Series A Preferred Stock equal to the Common Stock Merger Consideration, as set forth on the Payout Spreadsheet.