Merger Consideration Per Share definition

Merger Consideration Per Share has the meaning set forth in Section 3.1.5.

Merger Consideration Per Share means an amount equal to (a) the Merger Consideration divided by (b) the Participating Common Share Amount.

Merger Consideration Per Share means (i) the Net Closing Payment Per Share, plus (ii) a right to receive the Escrow Consideration Per Share from time to time, if any, plus (iii) a right to receive the Adjustment Amount Per Share, if any, plus (iv) a right to receive the Stockholders’ Expense Amount Per Share from time to time, if any.

Examples of Merger Consideration Per Share in a sentence

• The applicable portion of the Merger Consideration to be received by each holder of Trinity Common Stock (excluding the Trinity Redeemed Shares and the Surrendered Shares) equals the number of shares of Trinity Common Stock owned by such holder multiplied by the Trinity Merger Consideration Per Share.

• The estimates below are subject to change based on the assumptions discussed in the related footnotes below and do not purport to represent, and are not necessarily indicative of, the actual Per Share Merger Consideration, Per Share Adjustment Escrow Release and Per Share Earnout Shares that will be paid in connection with the merger.

• For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor.

• The ACCV3 and ACCV4 designs show that power can be reduced while still achieving high clock frequencies.Compared to the previous four-level series-gated divide by two carry test cir- cuit [27, 59] that operated up to a maximum clock frequency of 19 GHz, the four-level series-gated and single-level parallel-gated divide by two carry test circuits in Sec- tion 3.2.3 and Section 3.2.4 are more than 2.7 times faster.

• Each share of Class A Common Stock of the Company issued and outstanding immediately prior to the Effective Time and all rights in respect thereof, shall be cancelled and converted into and represent the right to receive an amount in cash, without interest, equal to the Closing Class A Common Merger Consideration Per Share as set forth on the Closing Payment Schedule.

More Definitions of Merger Consideration Per Share

Merger Consideration Per Share means the "Merger Consideration" (as defined below) divided by the total number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time. As used herein, the term "Merger Consideration" means the aggregate of 2,500,000 Purchaser Shares, which shall represent 12.5% of all Purchaser Shares outstanding at the Effective Time, plus $1,150,000 payable as follows:

Merger Consideration Per Share means the quotient obtained by dividing (i) the Merger Consideration by (ii) the aggregate number of shares of Rostone Common Stock issued and outstanding immediately prior to the Effective Time, rounded down to the nearest cent per share.

Merger Consideration Per Share means, as the context requires, when used in respect to (i) an issued and outstanding share of Common Stock, Vested Option or Warrant, an amount in immediately available funds equal to the quotient obtained by dividing (a) the sum of (1) the Merger Consideration, minus (2) the fees owing by the Company pursuant to the Xxxx Agreement and the aggregate liquidation preference payable upon all shares of Preferred Stock issued and outstanding at Closing, by (b) 21,051,949 (less the number of shares of Common Stock, if any, issuable upon conversion of shares of Preferred Stock) with appropriate adjustments made among the holders of shares of Common Stock, Vested Options and Warrants to account for the respective excercise prices for Vested Options and Warrants, it being understood that such excercise prices will be deducted from the amount payable to the holders of such Vested Options and Warrants, or (ii) an issued and outstanding share of Preferred stock, an amount in immediately available funds equal to the respective liquidation preference payable thereof in accordance with the Company's Certificate of Incorporation.

Merger Consideration Per Share means the amount determined in accordance with the following formula: M = C - D ----- S M = the Merger Consideration Per Share of Corporation Common Stock C = $70,000,000 minus the Escrow Adjustment, minus the Severance Adjustment and minus the aggregate amount paid pursuant to Section 4.3(v) hereof and plus the amount of any Voting Debt that is converted into shares of Corporation Common Stock or repaid between the date hereof and the Effective Time. D = the aggregate amount of accrued and unpaid dividends on the Convertible Preferred Stock as of the Effective Time. S = the number of shares of Corporation Common Stock outstanding at the Effective Time (including as outstanding all shares issuable upon the conversion of all outstanding shares of Convertible Preferred Stock (as defined in Section 5.3 hereof) and the exercise of all outstanding warrants to purchase shares of Corporation Common Stock).

Merger Consideration Per Share means the Merger Consideration divided by the aggregate number of shares of Neighbors Common Stock and Neighbors stock options and warrants outstanding immediately prior to the Effective Time.

Merger Consideration Per Share means (i) the Merger Consideration plus the Aggregate Exercise Amount, divided by (ii) the aggregate number of shares of Homestead Common Stock and shares of Homestead Common Stock underlying such Homestead stock options and warrants outstanding immediately prior to the Effective Time.

Merger Consideration Per Share means an amount equal to (a) the sum of (i) the Merger Consideration, minus (ii) the aggregate Series A Preference Amount in respect of all Series A Shares outstanding immediately prior to the Effective Time, minus (iii) the aggregate Series B Preference Amount, in respect of all Series B Shares outstanding immediately prior the Effective Time, divided by (b) the Participating Common Share Amount.