Total Share Consideration definition

Total Share Consideration means, with respect to each Company Stock Option, the product of (a) the Share Consideration Value and (b) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time.

Total Share Consideration means the Parent-owned Stock Consideration Value plus the Shareholder-owned Stock Consideration Value.

Total Share Consideration means the product of (a) the Share Consideration Value and (b) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Company Merger Effective Time.

Examples of Total Share Consideration in a sentence

• The Acquiror shall be entitled to conclusively rely on the Transaction Consideration Schedule (as updated prior to the Closing Date), and neither the Acquiror nor its Affiliates shall have any Liability with respect to the allocation of the Total Share Consideration among the MIC Security Holders or the calculation of the number of shares of Surviving Pubco Shares subject to, or the exercise price per share of Surviving Pubco Shares of (as applicable), Surviving Pubco Warrants under this Agreement.

• The Company acknowledges and agrees that the Total Share Consideration is being allocated among the MIC Security Holders in accordance with the schedule set forth on Schedule 2.5 (the “Transaction Consideration Schedule”).

• For purposes of clarity, the calculation of the “Per Share Closing Stock Consideration,” “Liquidation Preference Top-Up Share Number” and the “Liquidation Preference Top-Up Shares” shall be performed using an iterative calculation in order to take into account the reduction to the Total Share Consideration resulting from the reduction of such amount by the Liquidation Preference Top-Up Shares.

• References in the Agreement to the Exchange Ratios and the Total Share Consideration shall be appropriately amended and restated to reflect the Reverse Split, such that the Total Share Consideration shall be 14,750,000 shares of Parent common stock.

• Each Seller and Purchaser agree that the Debt Settlement Amount allocable to each Seller as set forth on Schedule E shall be deducted from the Total Share Consideration otherwise allocable to such Seller, as provided in Section 2.1(b) and Schedule A, and at Closing, such deduction shall satisfy in full each Seller’s payment obligations in respect of the Intercompany Debt.

More Definitions of Total Share Consideration

Total Share Consideration means Cdn.$1,231,170.66, subject to adjustment.

Total Share Consideration means a number of Surviving Pubco Shares equal to the quotient of (a) $254,539,185 divided by (b) $10.00.

Total Share Consideration has the meaning ascribed to it under Clause 3.1;

Total Share Consideration has the meaning set forth in Section 2.1(b).

Total Share Consideration means a number of shares of Parent Common Stock equal to the quotient of (a) $1,576,783,000 divided by (b) $10.00.

Total Share Consideration means a number of shares of Micron Common Stock equal to (a) 140,000,000 plus (b) the True-Up Shares (as may be adjusted pursuant to Section 2.9) minus the Expense Adjustment Amount, if any.

Total Share Consideration means an amount equal to (x) $350,000,000 plus (y) the sum of (A) the Cash Amount, plus (B) the aggregate exercise price of all the outstanding Company Options that are vested and in-the-money immediately prior to the Effective Time as set forth in the Spreadsheet, plus (C) one half of the Unvested Option Consideration, less (z) the sum of (A) the Balance Sheet Adjustment Amount plus (B) the Third Party Expense Adjustment Amount plus (C) the Indebtedness Adjustment Amount plus (D) the aggregate amount of any duties, levies, administrative fees or Taxes payable by the Company in connection with the completion of the Transaction on the basis of actions taken or instructions given by the Company prior to Closing, including pursuant to the payment of any amounts or the issuance of any securities hereunder to the extent not reflected in (A), (B) or (C) above or to the extent not reflected in the Closing Date Balance Sheet.