Merger Consideration Sample Clauses
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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. (a) The Parties acknowledge and agree that the respective boards of directors of each of the Company and OAC have valued the Target Companies at the sum of Two Hundred and Fifty Million ($250,000,000) Dollars (the “Target Companies Valuation”); which Target Companies Valuation shall be subject to increase as provided in Section 1.7(g) below.
(b) As consideration for the Merger, subject to the terms and conditions of this Agreement, all holders of Company Securities shall be entitled to receive in the Merger, an aggregate of not less than Twenty-Three Million Four Hundred Seventy-Four Thousand One Hundred Seventy-Eight (23,474,178) OAC Shares, subject to increase as provided in Section 1.7(h) below (the “Merger Consideration”). Such Merger Consideration is intended to be of equal value to the Target Companies Valuation (as the same may be increased pursuant to Section 1.7(h) below), with the total number of OAC Shares comprising the Merger Consideration being derived by dividing the Target Companies Valuation by the agreed upon value of the OAC Shares to be issued as Merger Consideration of $10.65 per share (the “OAC Per Share Value”). Except for ExWorks (as defined below) or other Holder affiliated with ExWorks of a $11,500,000 maximum principal amount ExWorks Convertible Note contemplated hereby, who may convert all or part of such ExWork Convertible Note into shares of Company Class A Common Stock prior to the Closing Date (which shares of Class A Common Stock shall convert into OAC Shares on the Closing Date and shall be treated in accordance with Section 1.7(d) below), each other holder of capital stock of the Company shall receive for each share of capital stock of the Company its pro rata share of the Merger Consideration, treating any outstanding shares of Company Preferred Stock on an as-converted to Class A Common Stock basis (and after deducting the Purchase Note Conversion Shares issuable to the holders of outstanding Company Purchase Notes from the Merger Consideration payable to such holders of Company capital stock).
(c) Contemporaneously with entering into this Amendment, the Company and other “Borrowers” under the ExWorks Loan Agreement referred to in Subsection (x) of Section 7.3(d) below will enter into a second amendment to the ExWorks Loan Agreement (the “Second ExWorks Loan Amendment”), pursuant to which, inter alia, ExWorks agreed to increase the principal amount of the loan contemplated by the ExWorks Debt Documents to up to $11,500,...
Merger Consideration. 2.1(a) Merger Filing..............................................................
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. 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, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of HCBF:
(a) Each share of CenterState Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger.
(b) Each share of HCBF Common Stock owned directly by CenterState, HCBF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto.
(c) Each share of HCBF Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, treasury stock and shares described in Section 2.01(b)), shall be converted, in accordance with the procedures set forth in this Article II, into the right to receive (i) 0.675 shares of CenterState Common Stock (the “Per Share Stock Consideration”), and (ii) a cash amount equal to $1.925 plus any cash dividends payable with respect to shares of the CenterState Common Stock that are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of HCBF Common Stock, and any cash in lieu of fractional shares as specified in Section 2.04 (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”).
(d) Notwithstanding anything in this Agreement to the contrary, shares of HCBF Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment...
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. 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. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:
Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior to the Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”).
(ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of its holder, automatically be cancelled, shall no longer be issued or outstanding and shall cease to exist and the register of members of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right to receive the Per ADS Merger Consideration, as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6.