Stock Component of the Common Stock Consideration definition

Stock Component of the Common Stock Consideration means, for each share of Company Common Stock, a fraction of a share of Parent Common Stock equal to the quotient of the Merger Shares divided by the Total Outstanding Common Shares, rounded to the nearest one-hundred thousandth (0.00001) (with amounts 0.000005 and above rounded down).
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Stock Component of the Common Stock Consideration means, for each share of Company Common Stock, Company Series A Preferred Stock and Company Series B Preferred Stock, a fraction of a share of Parent Common Stock equal to the quotient of (i)(A) the Merger Shares minus (B) the Aggregate Stock Component of the Preferred Preference, divided by (ii) the Total Outstanding Shares, rounded to the nearest one-hundred thousandth (0.00001) (with amounts 0.000005 and above rounded down).
Sample 1Sample 2
Stock Component of the Common Stock Consideration means, for each share of Company Common Stock, Company Series A Preferred Stock and Company Series B Preferred Stock, a fraction of a share of Parent Common Stock equal to the quotient of (i) the difference between (A) the Value of Stock Consideration (reduced by the Cash Increment, if Parent elects to pay such Cash Increment pursuant to Section 1.6(h)) less (B) the difference between (1) the Preferred Preference less (2) $20,000,000, divided by (ii) the product of (A) the Total Outstanding Participating Shares multiplied by (B) the Trading Price.
Sample 1

Related to Stock Component of the Common Stock Consideration

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

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

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

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

  • 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.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

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

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

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

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

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

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

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

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

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

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.

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

  • 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.

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • 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.