Amalgamation Consideration. Pursuant to the terms of this Agreement and the Amalgamation Agreement, and subject to Section 3.14, at the Effective Time, by virtue of the Amalgamation and without any action on the part of the holder thereof:
Amalgamation Consideration. As consideration for the Amalgamation, the SPAC shall issue, and the Company Securityholders collectively shall be entitled to receive, in accordance with Section 1.13, AB PubCo Securities consisting of 12,528,000 AB PubCo Common Shares (such aggregate number of AB PubCo Common Shares, the “Shareholder Amalgamation Consideration”), in addition to the Converted Options and Converted Warrants and the Amended Debentures (collectively, the “Amalgamation Consideration”).
Amalgamation Consideration. The Amalgamation Agreement provides that, at the Effective Time, each Genesis Common Share issued and outstanding immediately prior to the Effective Time (including any shares held by Genesis shareholders that do not vote in favor of the Amalgamation, but excluding any dissenting shares as to which appraisal rights have been exercised pursuant to Bermuda law), will be cancelled and converted into the right to receive for each Genesis Common Share one AerCap Common Share, subject to the treatment of any Genesis Share Option and Genesis Restricted Share as set forth in The Amalgamation Agreement—Treatment of Genesis Share Options and Other Genesis Equity Awards on page 90.
Amalgamation Consideration. Each Common Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) shall be converted into the right to receive U.S.$ 2.80 in cash (without interest, subject to applicable withholding for Taxes, levies, imposts or other governmental charges) (the “Amalgamation Consideration”). At the Effective Time, the Common Shares shall be cancelled and each certificate (a “Certificate”) representing any Common Shares (other than Excluded Shares) shall represent only the right to receive the Amalgamation Consideration issuable in respect of such Common Shares. At the Effective Time, any Dissenting Shares shall be converted into only the right to receive the value thereof as appraised by the Supreme Court of Bermuda pursuant to Section 106 of the Companies Act. For purposes of this Agreement, the term “Excluded Shares” means (i) Common Shares that are owned by Parent, Amalgamation Sub or any other direct or indirect Subsidiary of Parent (not held on behalf of, or as security for obligations owed by, third parties), (ii) Common Shares that are owned by any direct or indirect Subsidiary of the Company (not held on behalf of, or as security for obligations owed by, third parties) and (iii) Common Shares (“Dissenting Shares”) that are held by any registered holder (each, a “Dissenting Shareholder”) that has properly dissented pursuant to Section 106(6) of the Companies Act.
Amalgamation Consideration. “Amalgamation Consideration” shall have the meaning set forth in Section 2.3(a) of this Agreement.
Amalgamation Consideration. Each share of the Common Stock, par value $0.01 per share, of the Company (a “Share” and, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Amalgamation Sub or any other direct or indirect subsidiary of Parent or Shares that are owned by any direct or indirect subsidiary of the Company (each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive, subject to any required withholding of taxes and without interest, an amount in cash equal to $11.55, subject to appropriate adjustment for any dividend of Shares, subdivision, reclassification, recapitalization, split, combination or exchange with respect to the Shares occurring after the date hereof and before the Effective Time (the “Amalgamation Consideration”). At the Effective Time, all Shares shall no longer be outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Amalgamation Consideration for each Share formerly represented thereby.
Amalgamation Consideration. Pursuant to the Amalgamation, New PubCo shall issue, and the Company Shareholders collectively shall be entitled to receive, in accordance with Section 2.12 and the Plan of Arrangement, New PubCo Securities consisting of the Common Amalgamation Consideration.
Amalgamation Consideration. (a) Upon the terms and subject to the conditions hereof, the sum of Thirty-seven Million Dollars (US) ($37,000,000), which represents the aggregate unadjusted Amalgamation Consideration as reflected on Exhibit B attached hereto shall be payable and paid by Buyer or Amalco on the Closing Date by wire transfer in immediately available funds in accordance with GSC's written wire instructions. In the event of an increase in the Amalgamation Consideration pursuant to Section 3.3 hereof, the amount of such increase shall be paid by Buyer or Amalco by wire transfer in immediately available funds in accordance with GSC's written wire instructions within fifteen (15) days following the determination in accordance with Section 3.3 hereof of the amount of such increase. In the event of a reduction in the Amalgamation Consideration pursuant to Section 3.3 hereof, the amount of such reduction shall be paid by GSC by wire transfer in immediately available funds in accordance with Buyer's written wire instructions within fifteen (15) days following the determination in accordance with Section 3.3 hereof of the amount of such reduction.
Amalgamation Consideration. As consideration for the Amalgamation, Spinco shall issue, and the Company Securityholders collectively shall be entitled to receive, in accordance with Section 1.13, an amount of Spinco Common Shares, including those underlying the Converted Options and Converted Warrants, equal to the Amalgamation Consideration.
Amalgamation Consideration. Subject to Section 4.2, each share of the Common Stock, par value $1.50 per share, of the Company (the "Shares") issued and outstanding at the Effective Time (other than Shares owned by Parent, Amalgamation Sub or any other direct or indirect subsidiary of Parent (collectively, the "Parent Companies") or Shares that are owned by the Company or any direct or indirect subsidiary of the Company and in each case not held on behalf of third parties (collectively, "Excluded Shares") shall be converted into, and become exchangeable for (the "Amalgamation Consideration"), (i) $7.00 in cash (the "Cash Consideration") or (ii) 0.485 shares of Common Stock, without par value, of Parent (the "Parent Common Stock") (the "Stock Consideration"). At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and the global certificate (the "Certificate") held by Den norske Bank ("DNB"), from which the Shares are derived and registered in the computer securities registry ("VPS") in Oslo, shall thereafter represent only the right to receive the Amalgamation Consideration and the right, if any, to receive pursuant to Section 4.2(e) cash in lieu of fractional shares of Parent Common Stock into which such Shares have been converted pursuant to this Section 4.1(a) and any dividends or other distributions pursuant to Section 4.2(c). Parent agrees that it shall take such steps as may be necessary in order to (i) provide a dealing facility that will allow stockholders who would receive less than 200 shares of Stock Consideration to have those shares sold on their behalf without brokers' fees or other transaction costs and (ii) subject to compliance with VPS requirements, provide stockholders the opportunity to receive Cash Consideration in Norwegian Kroner, translated at the noon buying rate on the day on which payment is made and without deduction for any transaction costs.
