SERIES B MERGER CONSIDERATION PER SHARE definition

SERIES B MERGER CONSIDERATION PER SHARE shall have the meaning as set forth in Section 2.1(a)(ii). "SERIES C MERGER CONSIDERATION PER SHARE".......................................................................... .........................................................shall have the meaning as set forth in Section 2.1(a)(ii). "SERIES D MERGER".................................................................................................. .........................................................shall have the meaning as set forth in Section 2.1(a)(ii). "SERIES A PREMIERE SHARES"......................................................................................... ....................................................shall have the meaning as set forth in the Introduction hereto. "SERIES B PREMIERE SHARES"..........................shall have the meaning as set forth in the Introduction hereto. "SERIES C PREMIERE SHARES"..........................shall have the meaning as set forth in the Introduction hereto. "SERIES D PREMIERE SHARES"................................shall have the meaning as set forth in Section 2.1(f)(i). "SHAREHOLDERS' REPRESENTATIVE" ............................. shall have the meaning as set forth in Section 2.2(f). "SHORT LEASE EXTENSION ALLOCATION" ......................... shall have the meaning as set forth in Section 2.2(b). "SHCM STOCK PURCHASE AGREEMENT"...........................shall have the meaning as set forth in Section 2.2(d)(i). "SHCM AGREEMENTS".........................................shall have the meaning as set forth in Section 2.2(d)(i). "SCHM SUBSIDIARIES".........................................shall have the meaning as set forth in Section 2.2(ii). "SCHM ASSET PURCHASE AGREEMENT"...........................shall have the meaning as set forth in Section 2.2(d)(i). "SCHM SUBSIDIARIES FINANCIAL STATEMENTS"........................................................................... .............................................................shall have the meaning as set forth in Section 5.8(d). "SCHM PROHIBITED LIABILITIES"...............................shall have the meaning as set forth in Section 2.2(ii). "
Sample 1
SERIES B MERGER CONSIDERATION PER SHARE means the Series B Liquidation Preference plus the Common Stock Remaining Amount Per Share, if any.
Sample 1

Related to SERIES B MERGER CONSIDERATION PER SHARE

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

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

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

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

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

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

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

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

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

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

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.