Per Common Share Merger Consideration definition

Per Common Share Merger Consideration. Section 2.1(a)(i)

Per Common Share Merger Consideration has the meaning set forth in Section 2.1.4.3 below.

Per Common Share Merger Consideration means the quotient obtained by dividing (a) the Common Share Merger Consideration by (b) the Outstanding Common Shares.

Examples of Per Common Share Merger Consideration in a sentence

• Notwithstanding the foregoing, neither Parent nor the Exchange Agent shall be liable to any holder of a Common Certificate, Preferred Certificate, Book-Entry Common Share or Book-Entry Preferred Share for any Per Common Share Merger Consideration, Per Preferred Share Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• In calculating the Gross Per Common Share Merger Consideration payable under this Article II, the Parent shall be entitled to rely conclusively on the representations and warranties contained in Section 3.4 regarding the capital structure of the Company and the Consideration Schedule and in the event of any inconsistency between such representations and warranties and the Consideration Schedule, on the Consideration Schedule.

• Payment of amounts to the Securityholders entitled to receive the Net Adjustment Amount shall be made pro rata based upon the portion of the aggregate Gross Per Common Share Merger Consideration attributable to such Securityholders.

• The issuance or payment of the Per Common Share Merger Consideration and the payment of any Fractional Share Consideration pursuant to Section 2.6 in respect of Parent Common Stock in accordance with this Agreement shall be deemed issued and paid in full satisfaction of all rights pertaining to such Company Common Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(f)).

• Prior to or at the Closing, Parent shall deposit with the Paying Agent cash in immediately available funds in the amount necessary for payment in accordance with Section 2.1 and this Section 2.2 of the aggregate Per Common Share Merger Consideration and, if the Charter Amendment becomes effective in accordance with Section 2.3, Per Preferred Share Merger Consideration payable pursuant to this Agreement (such total deposited cash being hereinafter referred to as the “Payment Fund”).

More Definitions of Per Common Share Merger Consideration

Per Common Share Merger Consideration means (a) the Aggregate Common Stock Merger Consideration divided by (b) the sum of (i) the aggregate number of shares of Series B Preferred Stock and Series C Preferred Stock, on an as-converted to Company Common Stock basis, that are issued and outstanding as of immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time, plus (iii) the aggregate number of shares of Company Common Stock issuable upon exercise of Company Stock Options that are outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, but not including the Company Stock Options that have been exercised prior to the Effective Time (in which case the shares of Company Common Stock for which any such Company Stock Options have been exercised shall be treated as outstanding under clause (ii) above).

Per Common Share Merger Consideration shall be an amount equal to the quotient of:

Per Common Share Merger Consideration means the amount per share of Company Common Stock allocated in accordance with the Paying Agent Disbursement Schedule (which allocation takes into account the Withheld Amounts).

Per Common Share Merger Consideration means the Aggregate Common Share Merger Consideration divided by the number of Company Shares issued and outstanding as of the Effective Time of Merger.

Per Common Share Merger Consideration means the Per Share Merger Consideration, subject to and as adjusted in accordance with the liquidation allocation referred to in Section 1.2 of ‎Article 5(B) of the Certificate of Incorporation with respect to such share of Company Common Stock.

Per Common Share Merger Consideration means, with respect to a share of Company Common Stock that is (a) issued and outstanding or(b) underlying a share of Company Preferred Stock that is issued and outstanding, in the case of each of clause (a) and clause (b), immediately prior to the First Effective Time, the sum of (x) the Per Common Share Cash Consideration, plus (y) the value of the Per Common Share Stock Consideration (calculated using the Parent Price).

Per Common Share Merger Consideration means one (1) of Acquiror Shares.