Alternative Transaction Consideration means all cash, securities, settlement or termination amounts, notes, or other debt instruments, and other consideration received or to be received, directly or indirectly, by the Stockholder (i) in respect of the Shares held by the Stockholder that were sold, exchanged or otherwise disposed of (x) as a part of the Alternative Transaction and (y) by the Stockholder after the termination of the Merger Agreement and prior to the Alternative Closing Date (the Shares under this clause (y) being referred to as "Disposition Shares") and (ii) in respect of any agreements or arrangements (including, without limitation, any employment agreement (except a bona fide employment agreement pursuant to which the Stockholder is required to devote, and under which the Stockholder in good faith intends to devote, substantially, all of his business time and effort to the performance of executive services for the Company), consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement or release agreement) entered into, directly or indirectly, by the Stockholder as a part of or in connection with the Alternative Transaction.
Alternative Transaction Consideration means all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by Stockholder and his Affiliates (excluding officers and directors of the Company) in connection with or as a result of an Alternative Transaction or any agreements or arrangements (including, without limitation, any employment agreement, consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement or release agreement) entered into, directly or indirectly, by Stockholder or his Affiliates (excluding officers and directors of the Company) as a part of or in connection with the Alternative Transaction or associated Acquisition Proposal.
Alternative Transaction Consideration means all cash, securities, settlement or termination amounts, notes or other debt instruments, liquidating or dividend distribution, and other consideration received or to be received, directly or indirectly, by the Company Stockholder and his, her or its Affiliates (without duplication of any amounts paid in respect of Alternative Transaction Consideration or its equivalent in any other tender and support or support agreement between a stockholder of the Company Affiliated with the Company Stockholder and Parent) in respect of the Subject Shares as a result of any Alternative Disposition, or any agreements or arrangements (including, without limitation, any employment agreement (except a bona fide employment agreement pursuant to which the Company Stockholder is required to devote, and under which the Company Stockholder in good faith agrees to devote, substantially all of his, her or its business time and effort to the performance of executive services for the Company in a manner substantially similar to the current employment arrangements of the Company’s executive officers), consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement and/or release agreement) entered into, directly or indirectly, by the Company Stockholder or any of his, her or its Affiliates as a part of or in connection with the Alternative Disposition or associated Acquisition Proposal, plus, in the case of an Alternative Disposition in which the transaction consummated in respect thereof constitutes an Acquisition Proposal as such term is modified by the proviso in Section 7.3.1(i) of the Merger Agreement, without duplication, any proceeds from the disposition by the Company Stockholder of any Subject Shares within twelve (12) months following consummation of any such Alternative Disposition. For purposes of the foregoing definition of Alternative Transaction Consideration, neither the Company nor any of its Subsidiaries shall be deemed an Affiliate of the Company Stockholder. As used in this Agreement, “Current Transaction Consideration” shall mean $64.00 per share, as may be adjusted by Section 1.1.6 or Section 2.5 of the Merger Agreement.
Examples of Alternative Transaction Consideration in a sentence
Any assignment of non-cash items of Alternative Transaction Consideration by Stockholder hereunder shall be free and clear of all Liens (other than those arising under the terms of the Alternative Transaction Consideration assigned) and shall include any registration or similar rights to which the Stockholder is entitled.
Any payment of cash items of Alternative Transaction Consideration by Stockholder hereunder shall be made to Parent or its designee, within two (2) business days of its receipt by the Stockholder.
If clause (i) is not applicable and if a Profit is determined to exist, then, at such time as a Profit Receipt Date (as defined herein) has occurred, Stockholder shall then promptly assign to Parent ninety percent (90%) of the amount of all Alternative Transaction Consideration that is payable or that may be received from and after the Profit Receipt Date.
More Definitions of Alternative Transaction Consideration
Alternative Transaction Consideration means, with respect to Shares transferred pursuant to an Alternative Transaction, the per Share consideration that Stockholder actually received as a result of the consummation of such Alternative Transaction, valuing any noncash consideration (including any residual interest in the Company or any successor of the Company whether represented by Shares or any other securities) at its fair market value as of the date of such consummation. The fair market value of any noncash consideration consisting of (a) securities listed on a national securities exchange shall be equal to the average closing price per share of such security as reported on such exchange during the thirty (30) trading days prior to the date of determination; and (b) consideration which is other than cash or securities of the type specified in clause (a) above shall be the fair market value of such property. In the event of a dispute as to the fair market value of such property, such disputed amounts shall be determined by by Xxxxxxxx Xxxxx, Inc. (“HL”) as promptly as practicable following the consummation of the Alternative Transaction; provided, that the fees and expenses of HL shall be borne equally by Parent, on the one hand, and the Disputing Stockholders, on the other hand. The determination of HL shall be binding upon the parties hereto.
Alternative Transaction Consideration means all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by Stockholder and his Affiliates in connection with or as a result of an Alternative Disposition or any agreements or arrangements (including, without limitation, any employment agreement, consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement or release agreement) entered into, directly or indirectly, by Stockholder or his Affiliates (excluding officers and directors of the Company) as a part of or in connection with the Alternative Disposition or associated Acquisition Proposal.
Alternative Transaction Consideration means, with respect to the Shares subject to an Acquisition Transaction, the per share consideration that the Stockholder received, directly or indirectly, as a result of the consummation of such Acquisition Transaction, valuing any noncash consideration (including any residual interest in the Company or any successor of the Company whether represented by Class A Common Stock or any other securities) at its fair market value as of the date of such consummation. The fair market value of any noncash consideration consisting of (A) securities listed on a national securities exchange shall be equal to the average of the closing price per share of such security as reported on such exchange for each of the five (5) trading days prior to the date of determination, provided that such securities are not subject by law or agreement to any transfer restrictions and such securities do not represent in the aggregate 10% or more of the outstanding securities of the same class of securities of which such securities are a part; and (B) consideration which is other than cash or securities of the type specified in subclause (A) above shall be the amount a reasonable, willing seller would pay a reasonable, willing buyer, taking into account the nature and terms of such property. In the event of a dispute as to the fair market value of such property, such disputed amounts shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by Parent and the Stockholder, within ten (10) Business Days of the consummation of the Acquisition Transaction; provided, however, that if Parent and the Stockholder are unable to agree within two (2) Business Days after the date of such event as to the investment banking firm, then Parent, on the one hand, and the Stockholder, on the other hand, shall each select one firm, and those firms shall select a third investment banking firm, which third firm shall make a determination; provided further, that the fees and expenses of such investment banking firm(s) shall be borne by the Stockholder. The determination of the investment banking firm shall be binding upon the parties hereto.
Alternative Transaction Consideration means all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by such Stockholders and their affiliates in connection with or as a result of such Alternative Disposition or any agreements or arrangements (including, without limitation, any employment agreement (except a bona fide employment agreement pursuant to which a Stockholder is required to devote, and under which such Stockholder in good faith intends to devote, substantially all of his business time and effort to the performance of executive services for the Company in a manner substantially similar to such Stockholder's current employment arrangements with the Company), consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement or release agreement) entered into, directly or indirectly, by such Stockholders or any of their affiliates as a part of, or in connection with, the Alternative Disposition or the associated Acquisition Transaction. "Current Transaction Consideration" shall mean all amounts to be received, directly or indirectly, by such Stockholders pursuant to Article I of the Merger Agreement as such Article I may be amended from time to time.
Alternative Transaction Consideration means all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by such Shareholder and his affiliates in connection with or as a result of such Alternative Disposition or any agreements or arrangements (including, without limitation, any employment agreement (except a bona fide employment agreement pursuant to which a Shareholder is required to devote, and under which such Shareholder in good faith intends to devote, substantially all of his business time and effort to the performance of executive services for the Company in a manner substantially similar to such Shareholder's current employment arrangements with the Company), consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement or release agreement) entered into, directly or indirectly, by such Shareholder or any of his affiliates as a part of, or in connection with, the Alternative Disposition or the associated Alternative Transaction.
Alternative Transaction Consideration means on a per share basis determined at the time the Board of Directors of the Company approves an Alternative Disposition, all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by each Stockholder in connection with an Alternative Disposition (including, without limitation, any employment agreement (except a bona fide employment agreement pursuant to which the Stockholder is required to devote, and under which the Stockholder in good faith intends to devote, substantially all of his business time and effort to the performance of executive services for the Company or the acquiror in such Alternative Disposition), consulting agreement, non-competition agreement, confidentiality agreement, settlement agreement or release agreement) entered into, directly or indirectly, by the Stockholder as a part of or in connection with the Alternative Disposition. "Current Transaction Consideration" shall mean on a per share basis the lower of (i) $18 per share of Company Common Stock or (ii) the value per share of Company Common Stock calculated pursuant to the terms of Section 3.1(b) of the Merger Agreement on the date on which the Qualifying Termination Occurs (the "Termination Date") expressed as a dollar amount based on what the Parent's Closing Date Price and the Common Exchange Ratio would be if the Termination Date were the Closing Date under the Merger Agreement. "Qualifying Termination of the Merger Agreement" means a termination of the Merger Agreement other than pursuant to Sections 9.1(a), 9.1(c), 9.1(f) or 9.1(i)
Alternative Transaction Consideration means on a per share basis determined at the time the Board of Directors of the Company approves an Alternative Disposition, all cash, securities, settlement or termination amounts, notes or other debt instruments, and other consideration received or to be received, directly or indirectly, by each Stockholder in connection with an Alternative Disposition (including, without limitation, any employment agreement (except a bona fide employment