Total Merger Shares definition

Total Merger Shares means 22,834,806 shares of Parent Common Stock.

Total Merger Shares shall have the meaning set forth in Section 1.5(b)(i).

Total Merger Shares shall equal the product of (A) the Total Merger Consideration multiplied by (B) a fraction, the numerator of which is the number of Actual Closing Shares and the denominator of which is the number of Fully-Diluted Closing Shares. The "Total Merger Consideration" shall be calculated as follows:

Examples of Total Merger Shares in a sentence

• Total Merger Shares" shall have the meaning set forth in Section 1.5(b)(i).

• In connection with the issuance of the Total Merger Shares consisting of Parent Common Stock, each Major Shareholder and the shareholders listed on Schedule 6.11 attached hereto and incorporated herein by this reference receiving such Parent Common Stock pursuant to the terms of this Agreement will execute and deliver to Parent a lock-up agreement at or prior to Closing substantially in the form attached hereto as Exhibit F (the "Lock-Up Agreement").

• The Escrow Shares will be withheld from the Company Stockholders on a pro-rata basis in proportion to the total amount of the Total Merger Shares that would otherwise be paid to the Company Stockholders pursuant to Section 3.1. The Escrow Shares will be held for the Company Stockholders' respective accounts in accordance with the terms of the Escrow Agreement.

• The Preference Amount multiplied by the total number of shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time is herein referred to as the "Preferential Merger Shares." If the number of Total Merger Shares is less than the number of Preferential Merger Shares, then each share of Company Preferred Stock shall be entitled to receive its pro rata share of the Total Merger Shares.

• In the event that Parent shall have issued the Total Merger Shares in a private placement as contemplated by Section 5.1(b), Parent shall have executed and delivered the Registration Rights Agreement and such Registration Rights Agreement shall be enforceable against Parent.

More Definitions of Total Merger Shares

Total Merger Shares means the whole number of shares of Parent Common Stock equal to (A) $33,221,235, divided by (B) $6.85, which shall initially equal 4,849,815; PROVIDED, HOWEVER, that in the event the average closing price of the Parent's Common Stock as reported on the Nasdaq National Market System (the "Nasdaq NMS") for the fifteen (15) trading days ending the second day prior to the day of the Parent Stockholders' Meeting (as defined in Section 4.10(a)) called for the purpose of approving the Merger (the "Closing Price") is more than $7.88, then Total Merger Shares shall equal (x) $38,204,420, divided by (y) the Closing Price.

Total Merger Shares shall have the meaning ascribed to such term in Section 1.5(b) of this Agreement.

Total Merger Shares means 2,400,000 shares of Parent Common Stock;

Total Merger Shares means 4,306,616 shares of Parent Common Stock, as adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization or other like change with respect to Parent Common Stock occurring after the date hereof and prior to the Effective Time.

Total Merger Shares means eight million two hundred thousand (8,200,000) shares of Parent Common Stock.

Total Merger Shares shall be equal to the quotient obtained by dividing (1) the Adjusted Merger Consideration, by (2) the Average Acquiror Closing Price. The “Adjusted Merger Consideration” shall be equal to (x) $4,000,000, minus (y) (1) the total amount of Third Party Expenses (as defined in Section 9.3), including, without limitation, all fees, costs and expenses of services provided to Target as listed on Schedule 2.1(c), (2) the amount of Accrued Legal Expenses (as defined below) to be paid pursuant to Section 8.3(a), (3) outstanding Third Party Expenses representing reasonable legal fees incurred by the Target for services provided by Cxxxxx Godward LLP not paid by Acquiror prior to the Effective Time pursuant to Section 8.3(a), and (4) the excess, if any, of the total amount of all liabilities, other than Third Party Expenses and Accrued Legal Expenses, outstanding at Closing, including, without limitation, severance obligations and deferred compensation, over the Target’s cash balance at Closing. For purposes of this Agreement, “Accrued Legal Expenses” shall mean reasonable expenses, other than Third Party Expenses, incurred but not paid by Target prior to the Effective Time for legal services provided to the Target by Cxxxxx Godward LLP. The “10-Day Average Acquiror Closing Price” shall be equal to the average closing price of Acquiror Common Stock (as quoted on the Nasdaq National Market as reported in The Wall Street Journal) for the 10 trading day period immediately prior to the Closing Date. The “Average Acquiror Closing Price” shall be equal to the 10-Day Average Acquiror Closing Price, subject to the following limitation: if the 10-Day Average Acquiror Closing Price is less than $7.50, then the Average Acquiror Closing Price shall be $7.50; provided, however, if the 10-Day Average Acquiror Closing Price is less than $5.50, the Target shall have the right to terminate this Agreement. Examples of the calculation of the Average Acquiror Closing Price are set forth on Schedule 2.1(c)(ii). The “Diluted Target Capitalization” shall be equal to the aggregate number of shares of Target Common Stock outstanding as of immediately prior to the Effective Time (assuming for such calculation the conversion of all shares of Target Preferred Stock).

Total Merger Shares means four million six hundred thousand (4,600,000) shares of Purchaser Common Stock.