Cash Merger Price definition

Cash Merger Price shall have the meaning provided in the first paragraph of this Agreement.
Sample 1Sample 2
Cash Merger Price means nine million dollars ($9,000,000).
Sample 1
Cash Merger Price means $165.
Sample 1

Examples of Cash Merger Price in a sentence

  • No firm proposals were presented by the strategic buyers contacted and the Special Committee concluded that the proposals presented by the two other financial buyers generated lower values to the stockholders than the Cash Merger Price.

  • The written opinion, dated as of March 5, 1999, of Dunn Johnston (and the analysis presented to the Special Committee underlying such opinion) to the effect that, based on the assumptions made, matters considered and limits of the review undertaken by Dunn Johnston, the Cash Merger Price to be received by Uniflex's stockholders (other than stockholders who own Retained Shares) in the Merger was, on the date of such opinion, fair, from a financial point of view, to the stockholders.

  • Therefore, the Special Committee and the Board determined that there were significant risks involved in the Company achieving future growth that would support a price per share higher than the Cash Merger Price.

  • The Special Committee and the Board considered as a negative factor the fact that Acquisition's obligation to consummate the transaction is contingent upon Acquisition's ability to obtain the Financing contemplated by the Commitment Letters to pay the Cash Merger Price, to pay the value of the Options and to pay the fees and expenses in connection with the Merger and such financing.

  • The number of shares of Common Stock into which shares of Preferred Stock may be converted shall be determined by the dividing the Preferential Amount by the conversion price (which shall initially be the Cash Merger Price), reflecting an initial conversion rate of one-to-four.

  • As soon as reasonably practicable as of or after the Effective Time, the Surviving Corporation shall deposit with the Paying Agent, for payment in accordance with this Article II, the funds necessary to pay the Cash Merger Price and Preferred Merger Price for all Merger Shares and Series F Preferred.

  • At least two days prior to the Closing Date, the Corporation shall deliver to Newco a certificate which sets forth the estimated Cash Merger Price.

  • The Special Committee and the Board considered as a negative factor, the fact that Acquisition's obligation to consummate the transaction is contingent upon Acquisition's ability to obtain the Financing contemplated by the Commitment Letters to pay the Cash Merger Price, to pay the value of the Options and to pay the fees and expenses in connection with the Merger and such financing.

  • The Financial Advisor or its Affiliates shall be entitled to exercise any Warrants held by any of them in accordance with such Warrant's terms and, with respect to any Shares (including Shares issued upon exercise of any Warrant) can make an election to retain Shares or receive the Cash Merger Price in the Merger.

  • Except as otherwise provided herein, each issued and outstanding share of Common Stock (other than any share of Common Stock that is owned by Newco, Acquisition LLC or Holdings LLC and Retained Shares, each of which shall remain outstanding, shares cancelled pursuant to Section 2.1(b) and Dissenting Shares)(the "MERGER SHARES") shall be converted into the right to receive from the Surviving Corporation, in cash, the Cash Merger Price.


More Definitions of Cash Merger Price

Cash Merger Price means $150.
Sample 1
Cash Merger Price means (a) an amount equal to (i) $915 million plus ----------------- ---- (ii) the aggregate exercise price of all Corporation Stock Options (whether or not vested) outstanding immediately prior to the Effective Time plus (iii) all ---- cash proceeds received by the Corporation in connection with the exercise of any Corporation Stock Option after the date hereof and prior to the Effective Time (any such exercised Corporation Stock Options shall not be considered outstanding under clause (ii) above) less (iv) the Net Debt Amount ---- less (v) the product of 150,000 multiplied by the Preferred Merger Price less ---- ---- (vi) the Corporation Expenses less (vii) the aggregate retention bonuses paid ---- or payable in accordance with the arrangements set forth in Exhibit C (as the --------- amount of such bonuses may be revised by the Corporation, in its sole discretion, from time to time prior to the Effective Time) plus (viii) $582,500 ---- (adjusted in the same proportion as the retention bonuses) divided by (b) the total number of shares of Common Stock outstanding immediately prior to the Effective Time assuming all Corporation Stock Options (whether or not vested) have been exercised.
Sample 1
Cash Merger Price means (a) an amount equal to (i) $915 million PLUS (ii) the aggregate exercise price of all Corporation Stock Options (whether or not vested) outstanding immediately prior to the Effective Time PLUS (iii) all cash proceeds received by the Corporation in connection with the exercise of any Corporation Stock Option after the date hereof and prior to the Effective Time (any such exercised Corporation Stock Options shall not be considered outstanding under clause (ii) above LESS (iv) the Net Debt Amount LESS (v) the product of 150,000 multiplied by the Preferred Merger Price LESS (vi) the Corporation Expenses LESS (vii) the aggregate retention bonuses paid or payable in accordance with the arrangements set forth in EXHIBIT C (as the amount of such bonuses may be revised by the Corporation, in its sole discretion, from time to time prior to the Effective Time) PLUS (viii) $582,500 (adjusted in the same proportion as the retention bonuses) divided by (b) the total number of shares of Common Stock outstanding immediately prior to the Effective Time assuming all Corporation Stock Options (whether or not vested) have been exercised.
Sample 1
Cash Merger Price means $85.
Sample 1
Cash Merger Price means the product of (A) the arithmetic average of the closing sales price of a share of Parent Common Stock, as reported in the Nasdaq National Market System for each of the ten (10) Trading Days ending on and including the third Trading Day prior to the Closing Date multiplied by (B) the Conversion Number.
Sample 1

Related to Cash Merger Price

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • First Merger shall have the meaning given in the Recitals hereto.

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.

  • Second Merger has the meaning set forth in the Recitals.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.