Per Share Cash Election Consideration definition

Per Share Cash Election Consideration has the meaning set forth in Section 1.6(b)(i).

Per Share Cash Election Consideration equal to the sum of (i) the Per Share Cash Amount plus (ii) the product of the Mixed Election Stock Exchange Ratio multiplied by the Closing Volume-Weighted Average Price; provided, however, that if (x) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (y) the difference between (I) the product of the Per Share Cash Amount and the total number of Company Shares (other than Company Shares to be cancelled in accordance with Section 2.1(a)(ii)) issued and outstanding immediately prior to the Effective Time minus (II) the product of the number of Mixed Consideration Electing Shares (including any Non-Electing Company Shares) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”), then each Cash Electing Company Share shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction.

Per Share Cash Election Consideration means the sum of (i) the Per Share Upfront Cash Consideration, plus (ii) the Per Share Cash Value of the Stock Consideration Shares.

Examples of Per Share Cash Election Consideration in a sentence

• THE COMMISSION EXAMINATION OF CANADA’S INTERNATIONAL STANDARDSAlthough focusing on Canada’s efforts, the Commission also examined the international structure involved in fighting Terrorist Financing.

• EQC Metric Office Peer Group Metrics Implied Equity Value Per Share Implied Cash Capitalization Rate $30 5.6% – 7.5% $26.20 – $27.34 CSCA then compared the implied equity values per share for MNR to the Per Share Cash Election Consideration.

• Subject to c lause (iv) below, each Company Common Share with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to S ection 4.2 (each, a “Cash Election Share”), and each No Election Share with respect to anyapplicable Company Common Share, shall be converted into the right to receive the Per Share Cash Election Consideration.

• Terminal Value Range Discount Rate Implied Equity Value Per Share 14.0 x – 16.0 x 6.75% – 7.25% $26.96 – $27.57 CSCA then compared the implied equity values per share for MNR to the Per Share Cash Election Consideration.

• Parent will make available to the Exchange Agent, as needed, (i) an aggregate amount of cash equal to the product of (A) the aggregate Cash Election Shares t imes (B) the Per Share Cash Election Consideration to be delivered in respect of the Fully-Diluted Company Common Shares (as adjusted pursuant to Section 4.1(a)(ii)) and (ii) the Escrowed Merger Consideration to be held in accordance with the terms of the Escrow Agreement.

More Definitions of Per Share Cash Election Consideration

Per Share Cash Election Consideration means either (a) if the Unprorated Aggregate Stock Consideration is equal to or greater than the Aggregate Stock Merger Consideration, the Default Cash Election Amount or (b) if the Unprorated Aggregate Stock Consideration is less than the Aggregate Stock Merger Consideration, (i) an amount in cash equal to the sum of (x) the Per Share Cash Payment, plus (y) the Cash Oversubscription Amount and (ii) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (x) the Per Share Stock Consideration, minus (y) the quotient of (1) the Cash Oversubscription Amount, divided by (2) the Parent Trading Price.

Per Share Cash Election Consideration means either:

Per Share Cash Election Consideration means an amount of cash equal to the quotient of (i) the Non-Escrowed Merger Consideration d ivided by

Per Share Cash Election Consideration means an amount of cash equal to the quotient of (i) the Non-Escrowed Merger Consideration divided by (ii) the aggregate number of Fully-Diluted Company Common Shares outstanding at the Effective Time.

Per Share Cash Election Consideration if, however, (A) the product of the number of Cash Election Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (B) the difference between (x) the product of the Per Share Cash Amount and the total number of shares of Company Common Stock (other than the Cancelled Shares and any shares that are Dissenting Shares as of the Election Deadline) issued and outstanding immediately prior to the Effective Time minus (y) the product of the number of Mixed Consideration Election Shares (provided that No Election Shares shall be deemed to be Mixed Consideration Election Shares for purposes of this Section 1.4(a)(ii)) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”), then each Cash Election Share shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction;

Per Share Cash Election Consideration means an amount of cash equal to the sum of (a) the Per Share Mixed Election Cash Consideration plus (b) the product of (i) the Per Share Mixed Election Stock Consideration multiplied by (ii) the Trading Price.

Per Share Cash Election Consideration will be determined as the difference between (i) $29.07 minus (ii) (A) the Per Share Special Dividend. The Stock Election Consideration per Share will be determined as the product of (1) one, multiplied by (2) the quotient of (x) 29.07 minus the absolute amount of the Per Share Special Dividend, divided by (y) 29.53. Following the Effective Time, each certificate (a “Certificate”) representing any of such Shares (other than Excluded Shares) and non-certificated Shares (other than Excluded Shares) represented by book entry (a “Book-Entry Share”) shall thereafter represent only the right to receive the Merger Consideration, any cash in lieu of fractional shares of VeriFone Common Stock pursuant to Section 4.2(e) and any dividends or other distributions pursuant to Section 4.2(c).