Per Share Closing Merger Consideration definition

Per Share Closing Merger Consideration means the amount equal to the quotient obtained by dividing (i) the sum of (x) Closing Merger Consideration plus (y) the Option Exercise Amount, by (ii) the Fully Diluted Shares.
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Per Share Closing Merger Consideration means (a) an amount in cash equal to the quotient of (i) the sum of the Closing Cash Merger Consideration, minus the Escrow Amount, minus the Holder Representative Amount, divided by (ii) the Fully Diluted Shares, plus (b) the Closing Stock Merger Consideration divided by the Fully Diluted Shares, plus (c) a number of Parent Warrants equal to the quotient of the Closing Warrant Merger Consideration divided by the Fully Diluted Shares.
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Per Share Closing Merger Consideration means an amount equal to the quotient obtained by dividing (a) the sum of (i) the Aggregate Closing Purchase Price plus (ii) the Aggregate Option Exercise Price plus (iii) the Aggregate Delayed Closing Consideration, if applicable, by (b) the total number of outstanding shares of Common Stock immediately prior to the Effective Time, as determined on a Fully‑Diluted Basis.
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Examples of Per Share Closing Merger Consideration in a sentence

  • The Per Share Closing Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Adara Class A Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • The Per Share Closing Merger Consideration payable in connection with the conversion of the Company Common Stock in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Common Stock.

  • Adara will use its reasonable best efforts to cause the Per Share Closing Merger Consideration issued in connection with the Transactions to be approved for listing on the NYSE at Closing.

  • Any portion of the Exchange Fund that remains undistributed to the Company Stockholders for one year after the Effective Time shall be delivered to Adara, upon demand, and any Company Stockholders who have not theretofore complied with this Section 3.02 shall thereafter look only to Adara for the Per Share Closing Merger Consideration, if any.

  • If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Closing Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of this Article III.


More Definitions of Per Share Closing Merger Consideration

Per Share Closing Merger Consideration means the quotient determined by dividing:
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Per Share Closing Merger Consideration means a number of shares of Parent Common Stock equal to (a) (i) the Estimated Merger Consideration minus (ii) the aggregate Per Unit Consideration Shares in respect of all Company Units, divided by
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Per Share Closing Merger Consideration means, with respect to a share of Company Preferred Stock or Company Common Stock (other than shares to be canceled pursuant to Section 2.6(c)), as applicable, the portion of the Closing Merger Consideration payable with respect to such share assuming that all Company Options, Company Warrants and Company Convertible Notes have been converted into the appropriate number of shares of Company Capital Stock immediately prior to Closing and assuming that there are no Dissenting Shares, as calculated immediately prior to the Effective Time in accordance with the Company Charter, applicable Legal Requirements and the terms of this Agreement, and as set forth on the Payment Schedule
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Per Share Closing Merger Consideration means the amount equal to the quotient obtained by dividing (a) (i) the Closing Merger Consideration, plus (ii) the product of (A) the exercise price of each Vested Option, multiplied by (B) the number of shares of Common Stock underlying each such Vested Option (rounded down to the nearest whole cent), plus (iii) the exercise price of the Vested Warrant, plus (iv) the aggregate amount of Note Obligations used to offset amounts that would otherwise be payable to the applicable Securityholders in connection with the transactions as contemplated by Section 1.04(b)), by (b) the Fully Diluted Shares.
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Per Share Closing Merger Consideration means the quotient obtained by dividing (i) the Closing Merger Consideration; by (ii) the Total Outstanding Shares.
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Per Share Closing Merger Consideration means an amount equal to the quotient obtained by dividing (i) the Net Closing Merger Consideration minus the Aggregate Option Value minus the aggregate Pro Rata Escrow Share of the Escrow Fund attributable to the holders of Company Series A-1 Preferred Stock, Company Series Seed Preferred Stock, and Company Common Stock, by (ii) the Fully Diluted Shares other than the shares of Company Stock issuable upon conversion of the Company Series A-2 Preferred Stock outstanding (at the then-applicable conversion ratio) immediately prior to the Merger I Effective Time.
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Per Share Closing Merger Consideration means the number of Parent Ordinary Shares equal to the quotient obtained by dividing (a) the Closing Parent Share Consideration by (b) the Fully Diluted Shares.
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