Common Consideration definition

Common Consideration has the meaning set forth in Section 2.5.

Common Consideration means the aggregate amount that would be paid in respect of the aggregate number of shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 1.12).

Common Consideration means the aggregate value the Company Common Stock calculated assuming conversion of the Company Series G Preferred Stock, Company Series J Preferred Stock and Company Series K Preferred Stock into Company Common Stock based on the Aggregate Closing Consideration Value and in accordance with the Company's Organizational Documents and taking into account (i) amounts necessary to make payments to Company Optionholders in accordance with Section 2.4 and (ii) the Series I Consideration.

Examples of Common Consideration in a sentence

• The waiver by Ameribank in connection with, and only in connection with, the consummation of the Merger, of its right to receive the Common Consideration or Preferred Consideration will not result in the recognition by it of taxable gain.

• Pursuant to the Merger Agreement, each share of Common Stock outstanding, other than shares held by Ameribank, will be automatically converted into the Common Consideration.

• The supplemental fairness opinion issued by Baum & Company states that, even with the additional information regarding the Preferred Stock purchased by Ameribank, Baum & Company finds the Total Consideration to be paid to holders of Common and Preferred Stock (other than Ameribank) in connection with the Merger and the Common Consideration and the Preferred Consideration to be fair from a financial point of view, as set forth in its letter dated October 25, 1996.

• The Preferred Consideration, together with the Common Consideration, shall hereinafter be referred to as the “Company Stockholder Consideration” and, together with the Management Consideration (as defined below), the “Merger Consideration”).

• The value so determined for the shares of Stock could be equal to, more than or less than the Common Consideration or Preferred Consideration, and could be based upon considerations other than, in addition to, or the same as, the Common Consideration or Preferred Consideration, the market value of the shares of Common Stock, asset values and earning capacity.

More Definitions of Common Consideration

Common Consideration has the meaning set forth in Section 14(B).

Common Consideration means the product of (x) the aggregate number of shares of Company Capital Stock outstanding immediately prior to the Effective Time multiplied by (y) the Common Consideration Per Share.

Common Consideration means (A) the Merger Consideration, minus (B) the Aggregate Preferred Liquidation Preference.

Common Consideration has the meaning specified in Section 2.6(a)(ii)(2).

Common Consideration. Section 2.1(a) “Common Offer Price” Recitals “Common Shares” Recitals “Company” Preamble

Common Consideration means an amount equal to:

Common Consideration means the Merger Consideration, minus the Series A Aggregate Liquidation Preference, minus the Series B Aggregate Liquidation Preference, minus the Indemnification Escrow Amount, minus the Stockholder Representative Escrow Amount, minus the Mezzanine Loan Payoff Amount, minus the Senior Loan Payoff Amount.