Alternative Merger Consideration. In the event that the Cash Alternative Structure is required to be effected, then notwithstanding anything to the contrary provided for in Sections 2.6(a) or (b), at the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of Parent Common Stock or Company Common Stock, each Share issued and outstanding immediately prior to the Effective Time (other than Shares canceled pursuant to Section 2.6(c)) shall be cancelled, extinguished and converted into the right to receive:
Alternative Merger Consideration. Notwithstanding anything in this Agreement to the contrary, in the event that the Tax Opinion condition set forth in Section 7.1(g) would not otherwise be satisfied with respect to the Merger, the amount of the aggregate Cash Merger Consideration shall be reduced to the minimum extent necessary and, subject to the following sentence, the aggregate Stock Merger Consideration shall be increased to the minimum extent necessary, to enable the Tax Opinion or Tax Opinions, as the case may be, to be rendered. For purposes of determining the number of additional shares of Parent Common Stock to be issued to stockholders of the Company pursuant to the preceding sentence, the Exchange Ratio shall be increased by an amount equal to the quotient obtained by dividing (A) the amount of the reduction in the Cash Merger Consideration by (B) the Parent Closing Price, provided, however, absent a change in law, solely for purposes of determining whether counsel may render the Tax Opinion or Tax Opinions, the value of the shares of Parent Common Stock shall be determined by using the average of the high and low trading price of the Parent Common Stock on the NYSE on the Closing Date.
Alternative Merger Consideration. Prior to the mailing of the Proxy Statement, Parent, in its sole discretion, may advise the Company that in lieu of issuing up to 3,500,000 shares (the "Share Election Number") of the Stock Consideration, Parent may increase the aggregate Cash Consideration by an amount equal to $2.00 multiplied by the Share Election Number (the "Alternative Merger Consideration Option"). If Parent elects the Alternative Merger Consideration Option, then the calculation of Merger Consideration in Section 3.1(a) shall be adjusted to reflect that the Maximum Parent Common Shares shall be reduced by the Share Election Number and the Maximum Cash Consideration shall be increased by an amount equal to $2.00 multiplied by the Share Election Number
Alternative Merger Consideration. (a) If Acquiror approves a dividend or other distribution to all holders of Acquiror Class A Common Stock of any shares of any class of common stock of Acquiror other than Acquiror Class A Common Stock, on terms not requiring such holders to deliver any consideration therefor and with respect to which the record date, ex-dividend date or similar date occurs between the date of this Agreement and the Closing Date (an "Acquiror Restructuring"), then, such other class of common stock of Acquiror shall constitute "Other Acquiror Common Stock," subject to Section 2.7(c), and the consideration to be received by the holders of Chronicle Common Stock in the Merger pursuant to Section 2.1(a) shall include a combination of Acquiror Class A Common Stock and Other Acquiror Common Stock as provided in Section 2.1(a).
Alternative Merger Consideration. In the event that all conditions to the closing have been or are capable of being satisfied except that AEP provides written notice to Berry that there is a parent material adverse effect (as defined in the merger agreement) or that the written tax opinion that the mergers will be treated as a “reorganization” for U.S. federal income tax purposes, required to be delivered to AEP in connection with the mergers cannot be delivered, Berry may elect in its sole discretion (the “Alternative Funding Election”) to pay the merger consideration solely in cash (the “alternative merger consideration”). Upon receipt of such written notice from AEP that there is a parent material adverse effect or that the written tax opinion cannot be delivered, Berry has five business days to provide notice to AEP of its intention to make the Alternative Funding Election. In this notice to AEP regarding the Alternative Funding Election, Berry will be required to describe the sources of funds and reasonable evidence that such funds will be available to complete the transactions contemplated by the mergers. In the event Berry makes the Alternative Funding Election and the closing occurs during the Alternative Funding Election Period as described below, at and after the effective time of the mergers, each issued and outstanding share of AEP common stock will be converted automatically, in accordance with the procedures set forth in the merger agreement and described above, into and will thereafter represent the right to receive an amount in cash equal to $110.00 (without interest). Each share of AEP common stock will be deemed to have properly made an election for the cash consideration, regardless of whether an AEP stockholder has submitted a form of election for stock consideration, cash consideration or at all and regardless of whether the election deadline has passed. Notwithstanding the above, Berry may only make the Alternative Funding Election if AEP stockholders approve the alternative merger consideration proposal. If AEP provides written notice to Berry that there is a parent material adverse effect or that the written tax opinion cannot be delivered, and AEP stockholders have voted not to approve the alternative merger consideration proposal, the conditions to the mergers will have not been satisfied, the closing of the mergers may not occur and no merger consideration will become payable to AEP stockholders. Under the merger agreement, a “parent material adverse effect” mean...
