Aggregate Per Share Consideration definition

Aggregate Per Share Consideration means an amount equal to (a) the sum of (i) the Cash Consideration and (ii) the Additional Consideration, divided by (b) the Total Outstanding Securities.
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Aggregate Per Share Consideration means the product of (i) the Per Share Amount and (ii) the number of shares of Company Capital Stock outstanding immediately prior to the Effective Time (excluding shares to be canceled in accordance with Section 2.7.2 and Dissenting Shares, and after giving effect to the Preferred Stock Conversion).
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Aggregate Per Share Consideration as defined in Section 2.1(c).
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Examples of Aggregate Per Share Consideration in a sentence

  • Any Dissenting Share shall not be converted into or represent a right to receive the Aggregate Per Share Consideration pursuant to this Section 2.7(a), but instead shall be converted into the right to receive only such consideration as may be determined to be due with respect to such Dissenting Shares under Section 262 of the DGCL.

  • Other than rights to any declared but unpaid dividend that is either expressly disclosed on the Company's disclosure schedules delivered herewith or otherwise approved in writing by Parent, until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Aggregate Per Share Consideration as contemplated by this ARTICLE III, without interest.

  • Except for the right to receive their respective Aggregate Per Share Consideration, from and after the Effective Time, the holders of Certificates that evidenced ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares, except as otherwise provided for herein or by applicable Law.

  • Until surrendered as contemplated by this Section 2.1(c), each Certificate (other than Certificates representing shares cancelled pursuant to Section 2.1(c)) will be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Aggregate Per Share Consideration that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Agreement.

  • The Company's Board of Directors has at least one day prior to the date of this Agreement duly adopted resolutions (i) approving and declaring advisable this Agreement and the Transactions and (ii) recommending that each of the Regular Shareholders of the Company accept the Aggregate Per Share Consideration and adopt this Agreement.

  • From and after the First Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Common Stock (a “Stockholder”) shall cease to have any rights with respect thereto, except the right to receive the Aggregate Per Share Consideration.

  • In the event that a holder properly perfects such holder’s appraisal, dissenters’ or similar rights by demanding and not effectively withdrawing or losing such holder’s appraisal, dissenters’ or similar rights for any shares of Company Capital Stock, the Exchange Agent shall deliver to Parent such holder’s portions of the Aggregate Per Share Consideration allocable to such Dissenting Shares at the time such rights are perfected and such portions are determined and are received by the Exchange Agent.

  • After the Effective Time, each Certificate shall represent only the right to receive the applicable portion of the Aggregate Per Share Consideration as contemplated by this ARTICLE II.

  • Notwithstanding anything in this Agreement to the contrary, Shares held by holders who continue to have rights to appraisal under the TBCA (the "Dissenting Shareholders") shall not be converted into or be exchangeable for the right to receive the Aggregate Per Share Consideration (the "Dissenting Shares"), unless and until the holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the TBCA.

  • In the Merger, each share of CareFirst Common Stock will be converted into the Aggregate Per Share Consideration (as defined in the Merger Agreement).


More Definitions of Aggregate Per Share Consideration

Aggregate Per Share Consideration means the total consideration paid or payable for each share of Common Stock as Aggregate Consideration for a Change in Control, as determined by the Committee in its sole discretion.
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Related to Aggregate Per Share Consideration

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Aggregate Stock Consideration has the meaning set forth in Section 2.1(c).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).