Total Per Share Amalgamation Consideration definition

Total Per Share Amalgamation Consideration means the quotient, expressed in U.S. Dollars, obtained by dividing (i) the sum of (x) the Company Equity Consideration plus (y) the product of (1) the exercise price of each In-the-Money Company Option multiplied by (2) the number of Company Common Shares underlying each such Company Option plus (z) the product of (1) the exercise price of each In-the-Money Company Warrant multiplied by (2) the number of Company Common Shares underlying each such Company Warrant by (ii) the number of Company Common Shares, determined on a Fully Diluted Basis as of immediately prior to the Effective Time.
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Examples of Total Per Share Amalgamation Consideration in a sentence

  • At the Effective Time, the amount of the loan under the Loan Facility that corresponds to any unredeemed Unallocated Company Class B Shares will be greater than the Total Per Share Amalgamation Consideration payable under this Agreement in respect of such Unallocated Company Class B Shares.

  • As of the date hereof, the amount of the loan under the Loan Facility that corresponds to the Unallocated Company Class B Shares is greater than the amount of the Total Per Share Amalgamation Consideration payable under this Agreement in respect of such Unallocated Company Class B Shares.

Related to Total Per Share Amalgamation Consideration

  • Per Share Amount has the meaning set forth in Section 2.01(e)(iii).

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

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

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

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

  • Share Amount means a fraction of ETF Shares calculated in accordance with

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.

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

  • 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.

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

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Net Share Amount has the meaning set forth in Section 3.03(c).

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

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

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

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

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

  • 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.

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

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Daily Share Amount means, with respect to any VWAP Trading Day, the quotient obtained by dividing (A) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount by (B) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount.

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

  • Parent Option means an option to purchase shares of Parent Common Stock.

  • Amalco Common Shares means the common shares in the capital of Amalco;

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

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