Initial Per Share Cash Consideration definition

Initial Per Share Cash Consideration means the quotient obtained by dividing (a) the sum of (i) the Initial Cash Consideration plus (ii) the Aggregate Exercise Price of all Company Options, by (b) the sum of (i) the number of outstanding shares of Common Stock immediately prior to the Effective Time plus (ii) the Company Option Shares.
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Initial Per Share Cash Consideration means the quotient obtained by dividing the Initial Cash Consideration by the number of Cash Election Shares.
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Initial Per Share Cash Consideration shall be an amount (adjusted to the nearest whole cent) equal to (A) (1) $360,294,663, plus (2) the Estimated Closing Cash, less (3) the Estimated Closing Date Indebtedness, plus (4) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Target Net Working Capital Amount, less (5) the amount, if any, by which the Target Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, less (6) the Company Transaction Expenses (as detailed in the Closing Payment Certificate) (collectively, the “Initial Aggregate Cash Consideration”), divided by (B) the Fully Diluted Common Number. In the event that the Initial Per Share Cash Consideration is less than zero, the amount thereof shall be paid by the Participating Holders to Parent at the Closing in accordance with their Pro Rata Shares.
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Examples of Initial Per Share Cash Consideration in a sentence

  • Except as provided in Section 3.08(c), with respect to Parent only, it has or will have availability to it at the Effective Time to pay the aggregate Initial Per Share Cash Consideration and any cash consideration to be paid pursuant to any Purchase Price Increase, and to pay any other amounts pursuant to this Agreement and to effect the transactions contemplated hereby.

  • For purposes of allocating the Working Capital Escrow Fund Amount, the Working Capital Escrow Fund Amount shall be deducted from the Initial Per Share Cash Consideration to be paid to each Participating Holder in accordance with its Pro Rata Share, it being understood that the total amount allocated among all such holders shall equal the Working Capital Escrow Fund Amount.


More Definitions of Initial Per Share Cash Consideration

Initial Per Share Cash Consideration means (i) the Initial Aggregate Cash Consideration, divided by (ii) the Fully Diluted Common Number.
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Initial Per Share Cash Consideration has the meaning assigned in Section 3.01(a).
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Related to Initial Per Share Cash Consideration

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

  • 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.

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

  • 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.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • 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).

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Share Consideration has the meaning given to it in Section 2.2;

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

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

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

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

  • Capital Share means a share of any class or series of stock of the General Partner now or hereafter authorized other than a REIT Share.

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • Per Share Amount has the meaning set forth in Section 2.2.1 hereof.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

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

  • Per Share Value means the average value of the consideration to be received in respect of each outstanding Common Share pursuant to the Qualifying Transaction as determined by mutual agreement of the Independent Directors (as defined in Section 2(b)(ii) below) and the holders of not less than 50% in interest of all outstanding warrants to purchase Common Shares containing this provision, or, if they shall fail to agree, by an Investment Bank.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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