Blocker Merger Consideration definition

Blocker Merger Consideration has the meaning given to such term in the Merger and Contribution Agreement.
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Blocker Merger Consideration has the meaning set forth in the recitals to this Agreement.
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Blocker Merger Consideration means, with respect to each Blocker Owner, (a) the Closing Blocker Merger Consideration, plus (b) any shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to Section 3.5(d)(i)(A), minus (c) any shares of Buyer Class A Common Stock forfeited by such Blocker Owner pursuant to Section 3.5(d)(ii)(A), plus (d) any shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to Section 3.5(d)(iii)(A), minus (e) any shares of Buyer Class A Common Stock forfeited by such Blocker Owner pursuant to Section 3.5(d)(iii)(B), plus (f) any cash in lieu of any fractional share as provided in Section 3.4(c).
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Examples of Blocker Merger Consideration in a sentence

  • For the avoidance of doubt, the Blocker Merger Consideration Portion shall equal the Merger Consideration, less the Company Merger Consideration Portion.

  • Prior to or at the Closing, Purchaser shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement for the following: (a) the redemption of any shares validly requested by Redeeming Stockholders and (b) the payment of the amounts set forth in this Agreement (including each Seller’s Seller Cash Consideration, the Blocker GP Sale Consideration and the aggregate Blocker Merger Consideration).

  • The Applicable Blocker Merger Consideration, when issued at Closing to the Blocker Stockholders of the applicable Blocker Company, shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares of Capital Stock of such Blocker Company.

  • At the Blocker Effective Time, by virtue of the Blocker Mergers and without any action on the part of any Party, each Equity Interest of each Blocker that is issued and outstanding immediately prior to the Blocker Effective Time (other than Cancelled Equity Interests and Blocker Dissenting Shares) shall, at the Blocker Effective Time, be cancelled, shall cease to exist and shall no longer be outstanding and shall be converted into the right to receive the Per Share Blocker Merger Consideration.

  • For purposes of the foregoing, each Share of Capital Stock of each Blocker Company shall be converted into the right to receive a portion of the Applicable Blocker Merger Consideration for such Blocker Company such that each Blocker Stockholder is entitled to receive its Applicable Blocker Consideration Percentage of the Applicable Blocker Merger Consideration for such Blocker Company.

  • Each Blocker Corp Share issued and outstanding immediately prior to the Blocker Merger Effective Time (other than those described in Section 2.2(c)(ii)) shall be automatically cancelled and extinguished in exchange for the right to receive the applicable portion of the Blocker Merger Consideration.

  • All payments due to Pharming or Santarus under this Agreement shall be made by wire transfer at a bank and to an account designated by the Party to whom payment is due, unless otherwise specified in writing by such Party.

  • No Blocker Owner or Company Unitholder shall be entitled to receive its Per Share Blocker Merger Consideration or Per Unit Unitholder Merger Consideration as applicable, until such Person delivers a duly executed and completed Blocker Letter of Transmittal or Company Unitholder Letter of Transmittal, as applicable, and IRS Form W-9 or appropriate version of IRS Form W-8 to the Transfer Agent or the Company, as applicable.

  • Any indemnity payments payable under this Agreement by a Blocker Owner, including, without limitation any indemnity obligations arising under Section 7 of this Agreement, shall be limited to the portion of the Blocker Merger Consideration actually received by such Blocker Owner.

  • For purposes of this Agreement and for U.S. federal income tax purposes, the cash portion of the Closing Blocker Merger Consideration that each Xxxxxxx Xxxxxxx Owner is entitled to receive pursuant to Section 3.1(a)(ii) shall be treated in accordance with Schedule 3.1(a)(ii).


More Definitions of Blocker Merger Consideration

Blocker Merger Consideration has the meaning set forth in Section 1.4(h).
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Blocker Merger Consideration means the aggregate of the Applicable Blocker Merger Consideration for all Blocker Companies (including cash payable in lieu of fractional shares of Parent Class A Common Stock).
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Blocker Merger Consideration means the XX Xxxxxxx Merger Closing Consideration and the A Blocker Merger Consideration.
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Related to Blocker Merger Consideration

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

  • 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).

  • 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.

  • 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).

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

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

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

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

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

  • 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.

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

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

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

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

  • Blocker has the meaning set forth in the preamble.

  • Company Shareholder Approval means the authorization and approval of this Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders’ Meeting by the Required Company Vote.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.