Merger Consideration Sample Clauses

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and...

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to rece...

Merger Consideration. At the Effective Time, each share of Instron Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive the Cash Merger Consideration. All such shares of Instron Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stock.

Merger Consideration. Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP or any holder of Parent securities or Partnership Units: (a) All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the Partnership. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 Parent Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancell...

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) Each issued and outstanding share of common stock, par value $.01 per share, of Merger Sub immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share paid pursuant to the Offer) for each whole share of Company Common Stock and the associated Company Right. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.

Merger Consideration. (i) Each share of the Class A Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z) of the definition of Excluded Shares) (the “Per Share Merger Consideration”), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective Time.

Merger Consideration. (a) At the Effective Time, each share of Target Common Stock issued and outstanding immediately prior to the Effective Time shall, by reason of the Merger and without any action by the holder thereof, be converted into the right to receive, subject to adjustment pursuant to Section 1.04 and in addition to the cash to be received, if any, in lieu of the issuance of fractional shares of Acquiror Series B Preferred Shares pursuant to Section 2.02), (i) 0.2980 shares of Acquiror's 9.75% Series B Cumulative Convertible Preferred Shares, par value $.01 per share each with a $25.00 per share liquidation preference (the "Acquiror Series B Preferred Shares"), the form of Articles Supplementary for which is attached as Exhibit A hereto, plus (ii) the number of shares of Acquiror Series B Preferred Shares equal to (A) an amount equal to the result of dividing the sum of (1) the aggregate of the payments made by Target for the reduction of the principal amount of the Underlying Debt (as hereafter defined and listed in the Disclosure Letter delivered by Target to Acquiror simultaneously with the execution and delivery of this Agreement (the "Target Disclosure Letter")), and (2) the amount paid for the redemption of the Target Preferred Stock, in each case from September 30, 1996 through the date one day prior to the Closing Date (the aggregate of such payments is referred to hereinafter as "Closing Adjustment Payments"), by $25, divided by (B) 3,789,171, plus (iii) if the unpaid Merger Expenses (as defined below) are equal to or less than $2,000,000, the number of shares of Acquiror Series B Preferred Shares equal to (A) an amount equal to the result of dividing the excess of $2,000,000 over the aggregate of all unpaid Merger Expenses substantiated to Acquiror's reasonable satisfaction, by $25, divided by (B) 3,789,171 minus (iv) if the unpaid Merger Expenses are greater than $2,000,000, the number of shares of Acquiror Series B Preferred Shares equal to (A) an amount equal to the result of dividing the excess of the unpaid Merger Expenses over $2,000,000 by $25, divided by (B) 3,789,171. The right to receive Acquiror Series B Preferred Shares pursuant to this Section 1.03(a) (as adjusted pursuant to Section 1.04), and the cash to be received, if any, in lieu of the issuance of fractional shares of Acquiror Series B Preferred Shares pursuant to Section 2.02, is hereinafter referred to as the "Target Common Stock Consideration". "Merger Expenses" shall mean (i) all inve...

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub or any holder of securities of the Company or Merger Sub, the Shares, in each case, issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the following consideration: (i) Each Ordinary Share shall be automatically converted into the right to receive the Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (ii) Each Class A Share shall be automatically converted into the right to receive the Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (iii) Each Class F Share shall be automatically converted into the right to receive the Class F Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (iv) Each Yatra USA Class F Share shall be automatically converted into the right to receive the Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (v) Each Yatra India Share shall be automatically converted into the right to receive the fraction of a validly issued, fully paid and non-assessable share of Parent Preferred Stock as set forth next to each holder’s name on Section 2.2 of the Company Disclosure Letter ((a)(i) through (a)(v) collectively, the “Per Share Merger Consideration”). (vi) Each Company Share held as treasury shares (each, a “Treasury Share”, collectively the “Treasury Shares”), each Share owned by the Company or any direct or indirect Subsidiary of the Company (each, an “Owned Company Share”, collectively the “Owned Company Shares”) and each Ordinary Share owned by the Parent (each, an “Acquired Share”, collectively the “Acquired Shares”, and together with Treasury Shares, the “Excluded Shares”) immediately prior to the Effective Time shall be automatically cancelled and shall cease to exist, with no consideration paid in exchange therefor. (vii) Each ordinary share, par value $0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into the right to receive one validly issued, fully paid and non-assessable ordinary share, par value $0.0001 per share, of the Surviving Company. (b) Collectively, (a)(i) to (vii) are known as the “Merger Consideration.”