Offer Consideration. 2.2.1 The consideration offered for the Company Shares in the Offer will be a cash consideration in the amount of EUR 39 per Company Share, without interest (the "Offer Consideration"), subject to any increases made either voluntarily or as required in accordance with the provisions of the German Takeover Act (including any claims under Section 31 (3) through (6) German Takeover Act) and the Exchange Act.
Offer Consideration. Preamble............................................1
Offer Consideration. Section 1.2(b) Offer Documents........................................................................................... Section 1.7(c) Other Party.............................................................................................. Section 7.11(f) Person....................................................................................................Section 7.11(g) Philips Trademarks........................................................................................ Section 5.8(a) Process Agent................................................................................................ Section 7.9 Purchaser Disclosure Schedule................................................................................ Section 3.3 Purchaser........................................................................................................
Offer Consideration. Upon the terms and subject to the conditions of the Offer, the Offer shall commit Purchaser to acquire each Tendered Share for, at the election of the holder but subject to the limitations set forth in this Article I, either:
Offer Consideration. The Buyer and the Offering Subsidiary shall be jointly and severally liable for the payment of the Offer Consideration in connection with the Offer.
Offer Consideration. The consideration per Share due to each holder of Common Stock (a "Stockholder") in connection with the Offer (and any Subsequent Offer) is the "Offer Consideration" and shall be payable by Sysco in the form of shares of Sysco Common Stock as provided in subsection (a) below.
Offer Consideration. The consideration offered to the holders of Marel Shares under the Tender Offer will be any of (at the election of each Marel shareholder) (a) cash consideration in the amount of EUR 3.60 per Marel Share (the “All-Cash Offer Consideration,” and the Marel Shares with respect to which such election has been made and not validly withdrawn, the “Cash Electing Shares”), (b) cash consideration in the amount of EUR 1.26, along with a stock consideration consisting of 0.0265 JBT Offer Shares, per Marel Share (the “Mixed Offer Consideration,” and the Marel Shares with respect to which such election has been made and not validly withdrawn, the “Mixed Election Shares”) or (c) stock consideration consisting of 0.0407 JBT Offer Shares per Marel Share (the “All-Stock Offer Consideration,” and together with the All-Cash Offer Consideration and the Mixed Offer Consideration, the “Consideration,” and the Marel Shares with respect to which an All-Stock Offer Consideration election has been made and not validly withdrawn, the “Stock Electing Shares”). The JBT Shares to be issued in the Tender Offer as Consideration are referred to herein as the “JBT Offer Shares.”
Offer Consideration. The consideration for each Offer Share will be as follows: For each Offer Share: S$2.06 in cash (the “Offer Price”).
Offer Consideration. In compliance with the requirements of the German Takeover Act as well as the German Takeover Regulation (WpÜG-Angebotsverordnung) regarding, among others, the minimum offer consideration, each Linde Share (other than Linde Excluded Shares) validly tendered by Linde shareholders pursuant to the Offer (including during the additional acceptance period (weitere Annahmefrist)) shall be exchanged for the number of New Holdco Shares equal to the Linde Exchange Ratio (the “Offer Consideration”) at the Offer Closing Time. “Linde Excluded Shares” means any Linde Shares that are held in the treasury of Linde or owned by any direct or indirect wholly-owned Subsidiary of Linde, but does not include Linde Shares that are held by Linde or any direct or indirect wholly-owned Subsidiary of Linde on behalf of third parties.
Offer Consideration. Each Deutsche Börse Share accepted by Holdco pursuant to the Offer (including during the subsequent offering period (weitere Annahmefrist)) shall be exchanged for one Holdco Share (the “Offer Consideration”). Notwithstanding the foregoing, if between the date of this Agreement and the time that any particular Deutsche Börse Share is accepted for exchange pursuant to the Offer, the outstanding NYSE Euronext Shares or Deutsche Börse Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then the Offer Consideration will be appropriately and proportionately adjusted to provide to the holder of such Deutsche Börse Share the same economic effect as contemplated by this Agreement prior to such event.
