APP Closing Merger Consideration definition

APP Closing Merger Consideration means the number of shares of FHC Delaware Common Stock equal to (a) the APP Merger Consideration, minus (b) the Escrow Shares.
Sample 1Sample 2Sample 3
APP Closing Merger Consideration means the number of shares of FHC Wisconsin Common Stock equal to (a) the APP Merger Consideration, minus (b) the Escrow Shares.
Sample 1Sample 2

Examples of APP Closing Merger Consideration in a sentence

  • In addition, at or prior to the APP Effective Time, FHC Wisconsin shall deposit or cause to be deposited with the Exchange Agent for the benefit of the holders of shares of APP Stock evidence of shares of FHC Wisconsin Common Stock and FHC Series 4 Preferred Stock sufficient to deliver the APP Closing Merger Consideration (such shares, together any dividends or distributions with respect thereto, hereinafter, the “Exchange Fund”).

  • FHC Wisconsin shall cause the Exchange Agent to deliver the APP Closing Merger Consideration to be issued pursuant to Section 3.1 out of the Exchange Fund.

  • FHC Delaware shall cause the Exchange Agent to deliver the FHC Wisconsin Merger Consideration and APP Closing Merger Consideration to be issued pursuant to Section 3.1 out of the Exchange Fund.

  • All issued and outstanding shares of APP Stock (other than any shares of APP Stock to be canceled pursuant to Section 3.1(c) and Dissenting Shares as described in Section 3.1(h)) shall be converted into the right to receive (A) the number of fully paid and nonassessable shares of FHC Delaware Common Stock equal to the APP Closing Merger Consideration, and (B) the number of Escrow Shares, if any, distributable to the Escrow Participants upon release thereof pursuant to the Escrow Agreement.

  • All issued and outstanding shares of APP Stock (other than any shares of APP Stock to be canceled pursuant to Section 3.1(c)) shall be converted into the right to receive (A) the number of fully paid and nonassessable shares of FHC Wisconsin Common Stock and FHC Wisconsin Series 4 Preferred Stock equal to the APP Closing Merger Consideration and (B) the number of Escrow Shares, if any, distributable to the Escrow Participants upon release thereof pursuant to the Escrow Agreement.

Related to APP Closing Merger Consideration

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.