Preliminary Merger Consideration Clause Samples
Preliminary Merger Consideration. The value of the consideration to be paid by Parent to the Shareholders (the "Preliminary Merger Consideration") shall be $33,988,500, which shall be paid by delivery of 679,770 shares of TCA Stock of Parent, valued for such purposes at $50.00 per share (the "Closing Shares"). A reasonable amount of the Preliminary Merger Consideration is allocated by the parties to the Noncompetition Agreement referred to in Section 2.01 (a) hereof. Except as set forth in Section 1.01 above, following the Effective Time, no Shares of Target shall be deemed to be outstanding or to have any rights other than those rights set forth in this Section 1.02 and in Section 1.03 hereof. The Preliminary Merger Consideration set forth in this Section 1.02(a) shall be subject to adjustment as described in Section 1.02(b).
Preliminary Merger Consideration. Upon completion of the merger, each share of Cigna common stock (other than the exceptions defined in the merger agreement) shall be canceled and converted into the right to receive $103.40 in cash and 0.5152 of a share of Anthem common stock. In addition, in accordance with the merger agreement, replacement stock-based awards will be issued by Anthem to the holders of Cigna’s outstanding stock-based awards (including stock options, restricted stock awards, restricted stock unit awards, performance share awards and deferred stock unit awards). The estimated fair value of the replacement equity awards attributable to service periods prior to the merger is included in the merger consideration. The preliminary estimate of the merger consideration shown in the following tables has been calculated using the number of Cigna common shares and stock-based awards outstanding as of June 30, 2015, and the closing price of Anthem common stock as of September 25, 2015. The following table presents a preliminary estimate of total cash consideration (amounts in millions, except for per share data): Cigna common shares outstanding 257.5 (x) merger agreement cash consideration per share paid to Cigna shareholders $ 103.4 Preliminary estimate of cash consideration paid to Cigna shareholders $26,625.5 ▇▇▇ stock option holders: Cigna vested options outstanding 3.7 (x) merger consideration value less exercise price $ 131.36 (x) cash percentage of merger consideration value 58.58% Preliminary estimate of cash consideration paid to Cigna vested stock option holders $ 284.7