Series B Merger Consideration definition

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

Series B Merger Consideration has the meaning specified in Section 3.01(e).

Series B Merger Consideration has the meaning set forth in Section 1.10(a)(i)(C).

Examples of Series B 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 Effective Time, each share of Series B 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 B Merger Consideration.

• At the Effective Time, all such shares of Series B 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 B Preferred Stock shall thereafter represent only the right to receive the Series B Merger Consideration in accordance with this Agreement.

• Subject to Section 2.2, each share of Company Common Stock (other than (i) shares to be cancelled in accordance with Section 2.1(b) and (ii) Dissenting Shares (as defined in Section 2.4(a) below)) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to $11.60 per share (the “Company Common Consideration” and, together with the Company Series B Merger Consideration, the “Merger Consideration”).

• As of the Effective Time, all the Series B Preferred Stock shall no longer be outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate representing any shares of the Series B Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Series B Merger Consideration, without interest.

More Definitions of Series B Merger Consideration

Series B Merger Consideration means, in the aggregate, the portion of the Closing Payment payable to holders of Series B Preferred Stock and Company Convertible Notes (on an as-if-converted into Series B Preferred Stock basis) pursuant to this Article II and/or Section 6.9 plus the amount (if any) distributed from the Indemnity Escrow Account and the Working Capital Excess to the holders of Company Series B Preferred Stock and Company Convertible Notes (on an as-if-converted into Series B Preferred Stock basis) in accordance with the terms of this Agreement and the Indemnity Escrow Agreement;

Series B Merger Consideration means a number of shares of Parent Common Stock (valued at the Determined Price) and an amount of cash which together shall 11 have an aggregate value equal to the product of (A) the Adjusted Total Merger Consideration and (B) the quotient of (x) the Charter B Consideration and (y) the Charter ABC Consideration.

Series B Merger Consideration means (A) $400,000 plus (B) ten percent (10%) of the sum of: (u) $56,000,000 (plus or minus, as the case may be, any adjustments to the Base Amount made pursuant to Section 2.2(a)(i), Section 2.2(a)(ii), Section 2.4 or Article X); plus (v) $1,150,000; plus (w) $1,500,000; plus (x) $1,000,000; and the "SERIES B MERGER CONSIDERATION PER SHARE" shall mean the Series B Merger Consideration divided by the number of issued and outstanding shares of Series B Premiere Shares at the Merger Time.

Series B Merger Consideration means the aggregate Merger Consideration to be distributed to the holders of the Outstanding Shares of Series B Preferred pursuant to this Agreement.

Series B Merger Consideration means an amount of cash per share equal to the sum of (i) $0.5774168 plus (ii) the Common Stock Merger Consideration. For illustrative purposes, Schedule C hereto sets forth the calculation of Series B Merger Consideration.

Series B Merger Consideration means $9,206,802, subject to adjustment as provided in Section 1.6(b).

Series B Merger Consideration means (a) cash in an amount determined by dividing (i) the Aggregate Series B Cash Merger Consideration by (ii) the Series B Common Stock Outstanding, and (b) the number of Parent Class D Shares determined by dividing (i) the Aggregate Series B Stock Merger Consideration by (ii) the Series B Common Stock Outstanding.