Series B-2 Merger Consideration definition

Series B-2 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 B-2 Preferred Share Number divided by (b) the Fully Diluted Total Share Number to which product of (i) and (ii) shall be added the sum of (iii) the Series B-2 Preference Amount (subject to escrow withholding);
Series B-2 Merger Consideration shall have the meaning given to such term in Section 2.1(a)(ii)(D) or Section 2.1(a)(iii)(D), as applicable.
Series B-2 Merger Consideration means 115% of the product of (i) the pre-adjustment Merger Consideration subject to adjustment for the estimations set out in Section 2.01(d)(A), Section 2.01(d)(B) and Section 2.01(J), multiplied by (ii) a fraction, the numerator of which is the number of shares of Company Series B-2 Preferred Stock outstanding as of the Effective Time, and the denominator of which is the number of shares of Company Capital Stock outstanding as of the Effective Time. A “Subsidiary” of any person means another person, an amount of the voting securities, other voting rights or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person.

Related to Series B-2 Merger Consideration