Examples of Offer Price in a sentence
Except as provided in Section 3.08(b) and Section 3.08(e), each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Offer Price without interest (the “Merger Consideration”), less any applicable tax withholding.
Provided that this Agreement shall not have been terminated in accordance with Section 9.01, subject to the terms and conditions of this Agreement, as promptly as practicable (but in no event later than one (1) Business Day after May 31, 2024), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of the applicable rules and regulations of the SEC) the Offer at the Offer Price.
Assuming satisfaction of the Minimum Cash Condition and the Minimum NWC Condition, Parent and Merger Sub will have as of the Offer Closing Time and the Effective Time sufficient cash available to pay all amounts to be paid by Parent and Merger Sub pursuant to this Agreement, including Parent’s and Merger Sub’s costs and expenses and the aggregate Offer Price and the Merger Consideration on the terms and conditions contained in this Agreement.
Any aggregate payment of the Offer Price to any holder of Company Common Stock shall be rounded on a stockholder-by-stockholder basis down to the nearest whole cent.
Parent shall be entitled to use or cause to be used some or all of the Closing Cash in order to pay the Offer Price with respect to each and any shares of the Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer, and the Company shall cause the Closing Cash to be used as directed by Parent pursuant to this Section 2.01(c).