APP Merger Consideration definition

APP Merger Consideration means the number of shares of FHC Delaware Common Stock equal to 45% of the total number of shares of FHC Delaware Common Stock outstanding on a Fully-Diluted Basis immediately after APP Effective Time after giving effect to the issuance of the APP Merger Consideration.
Sample 1Sample 2Sample 3
APP Merger Consideration means 2,000,000 shares of FHC Wisconsin Common Stock and 546,756 shares of FHC Wisconsin Series 4 Preferred Stock.
Sample 1
APP Merger Consideration means 2,000,000 shares of FHC Wisconsin Common Stock and 546,756 shares of FHC Wisconsin Series 4 PreferredStock.
Sample 1

Examples of APP Merger Consideration in a sentence

  • At or prior to the Closing, APP’s Chief Executive Officer shall execute and deliver a certificate (the “Allocation Certificate”) certifying as of the APP Effective Time, as to (a) the identity and address of each record holder of shares of each class and series of capital stock of APP and the number of shares of each such class and series held by such holder, and (b) the amount of APP Merger Consideration, as applicable, payable to each such holder.

  • FHC Wisconsin has received the opinion of Torreya Partners LLC, a division of Financial West Investment Group (the “FHC Wisconsin Financial Advisor”), to the effect that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion, the APP Merger Consideration pursuant to this Agreement is fair from a financial point of view to FHC Wisconsin.

  • APP covenants that the allocation of the APP Merger Consideration set forth in the Allocation Certificate shall be calculated in accordance with all applicable terms of the Organizational Documents of APP.

  • None of APP, FHC Wisconsin, APP Merger Sub, the APP Surviving Corporation, the Exchange Agent or the Escrow Agent shall be liable to any Person in respect of any portion of the APP Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • Prior to the APP Effective Time, APP and FHC Wisconsin shall mutually designate a bank, trust company or nationally recognized stockholder services provider (the “Exchange Agent”) for the purpose of exchanging, in accordance with this Article III, APP Certificates for the APP Merger Consideration.

  • Time evolution is linear and deterministic, and may be found by evolving all variables from an initial value equal to the square root of their initial variances.

  • No interest shall be paid or shall accrue for the benefit of holders of APP Certificates on the APP Merger Consideration payable upon the surrender of AP Certificates.

  • Until surrendered as contemplated by this Section 3.2, each APP Certificate shall be deemed at any time after the APP Effective Time to represent only the right to receive upon such surrender the APP Merger Consideration.

  • Undermine the effects of peer pressure by providing a legitimate reason for students to refuse to use alcohol, tobacco or other illicit substances.

Related to APP Merger Consideration

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

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

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

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

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

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

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

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

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

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

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

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

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

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

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • 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.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Company Merger shall have the meaning given in the Recitals.

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.