Applicable Merger Consideration definition

Applicable Merger Consideration means the Stock Merger Consideration, the Options Merger Consideration or the Warrants Merger Consideration, as applicable.

Applicable Merger Consideration means, with respect to (i) each share of Common Stock, the Common Stock Merger Consideration, (ii) each share of Series B Preferred Stock, the Series B Preferred Stock Merger Consideration and (iii) each Common Stock Purchase Warrant, the Common Stock Purchase Warrant Merger Consideration.

Applicable Merger Consideration means (y) in the case of a Class A Option or Restricted Stock Unit with respect to Class A Stock, the Class A Merger Consideration, and in the case of a Class B Option or Restricted Stock Unit with respect to Class B Stock, the Class B Merger Consideration, in either case times (z) the number of shares subject to such Company Stock Option or Restricted Stock Unit.

Examples of Applicable Merger Consideration in a sentence

• If, after the Effective Time, such holder withdraws, fails to perfect or loses any such right to payment, such holder’s Dissenting Shares shall be treated as having been converted as of the Effective Time into the right to receive the Applicable Merger Consideration.

• Notwithstanding the foregoing, Applicable Merger Consideration shall not be payable at or after the Effective Time with respect to any Dissenting Shares (as defined in Section 1.8 hereafter) or any shares of Company Common Stock with respect to which dissenters’ rights have not terminated.

• Pubco shall be entitled to deduct and withhold from the Applicable Merger Consideration payable or otherwise deliverable to any holder of Company Securities, the Option Right, any Restricted Stock Award Rights and/or the Warrant Right pursuant to this Agreement such amounts as Pubco is required to deduct or withhold therefrom under the Code or under any provision of state, local or foreign tax law.

• At the Effective Time, each of the holders of capital stock of the Company shall cease to have any rights as a stockholder of the Company (except as set forth in this Agreement with respect to the Applicable Merger Consideration), and the stock transfer books of the Company shall be closed with respect to all shares of capital stock of the Company outstanding immediately prior to the Effective Time.

• Until surrendered as contemplated by this Section 1.7, each Company Stock C ertificate (other than any Company Stock Certificate representing Dissenting Shares), Company Convertible Debt Certificate and Company Option Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive the Applicable Merger Consideration in accordance with this Agreement.

More Definitions of Applicable Merger Consideration

Applicable Merger Consideration means (i) with respect to a XX Xxxxxx, the XX Xxxxxx Merger Consideration and (ii) with respect to any Holder of MLP Units who is not a XX Xxxxxx, the Merger Consideration.

Applicable Merger Consideration means, with respect to a share of Common Stock, the Closing Date Common Per Share Consideration and with respect to a share of Preferred Stock, the Closing Date Preferred Per Share Consideration applicable to such share of Preferred Stock, in each case plus the amount determined by dividing (a) the Post-Closing Cash Consideration, if any, by (b) the Fully Diluted Common Share Number.

Applicable Merger Consideration shall have the meaning assigned to such ------------------------------- term in Section 2.2(a).

Applicable Merger Consideration means the result of dividing (a) the Nominal Merger Consideration, by (b) the Applicable Closing Price, and multiplying such quotient by (c) the Parent Average Closing Price.

Applicable Merger Consideration means, with respect to an Equityholder, the consideration payable to such Equityholder at the Closing pursuant to Section 2.04(c)(i), 2.05(a)(i) and/or 2.06(a), as applicable.

Applicable Merger Consideration means the Stock Merger Consideration, Convertible Debt Merger Consideration, Option Merger Consideration, or the Warrants Merger Consideration, as applicable.

Applicable Merger Consideration means with respect to each Holder, such Holder’s proportionate share of the (i) Applicable Closing Consideration, (ii) Positive Closing Date Adjustment Amount (if any), (iii) applicable portion of the Escrow Fund upon disbursement (if any), and (iv) applicable portion of the Shareholders’ Representative Reserve upon disbursement (if any).