Cash-Out Consideration definition
Examples of Cash-Out Consideration in a sentence
For the avoidance of doubt, (i) the Existing Commitment Parties shall not elect to participate in the Cash-Out Option and (ii) holders of common stock of ▇▇▇▇▇▇▇ that elect to participate in the Cash-Out Option and receive the Cash-Out Consideration shall (x) opt into the releases set forth in the Plan and (y) not be entitled to retain their common stock of reorganized ▇▇▇▇▇▇▇ or participate in the Rights Offering.
Section 3.2.11 of the Merger Agreement further provides that prior to the payment of the Cash-Out Consideration to any option holder in connection with the cancellation of RBPI’s options, such option holder shall execute a cancellation and release acknowledgement.
As of and immediately prior to the Effective Time, all rights with respect to each share of E▇▇ Common Stock issuable pursuant to the exercise of E▇▇ Options which remain outstanding at the Effective Time of the Merger and which have not yet been exercised, shall be canceled by E▇▇ in exchange for a cash payment equal to the positive difference, if any, between $18.65 and the corresponding exercise price of such E▇▇ Options (the "Cash-Out Consideration"), less any taxes required to be withheld therefrom.
For the avoidance of doubt, (i) the Plan Sponsors, the Equity Backstop Parties, and Honeywell shall not elect to participate in the Cash-Out Option and (ii) holders of common stock of ▇▇▇▇▇▇▇ that elect to participate in the Cash-Out Option and receive the Cash-Out Consideration shall not be entitled to (A) retain their common stock of reorganized ▇▇▇▇▇▇▇ or (B) exercise their Subscription Rights.
Parent shall act as the agent for the purpose of paying (i) the Per Share Cash-Out Consideration for the Certificates and the Book Entry Shares, and (ii) cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.01(f).
If the exercise price per share of any such Identified Stock Appreciation Right is equal to or greater than the Cash-Out Consideration, such Identified Stock Appreciation Right shall be cancelled without any cash payment being made in respect thereof.
The balance of the Stockholder Representative Reserve held pursuant to this Section 3.4, if any, and any income earned thereon, shall be deposited into the Escrow Fund and distributed to the Company Stockholders and holders of Company Stock Options who are entitled to receive the Common and Preferred Stock Merger Consideration and Option Cash-Out Consideration as part of and on the same terms and conditions as the distribution of the Escrow Payment.
The cancellation of Polonia Options in exchange for the Cash-Out Consideration described in this section shall be deemed a release of any and all rights the holder had or may have had in respect of such Polonia Options.
At or promptly following the Closing, Parent shall pay, or cause to be paid, all unpaid Transaction Expenses, the Initial Bonus Amount and the Initial Option Cash-Out Consideration (in accordance with the Aggregate Consideration Spreadsheet) by wire transfer of immediately available funds to the account(s) designated by the recipients thereof upon receipt of an executed release or pay-off letter, as applicable, by each such recipient.
Notwithstanding the foregoing and for the avoidance of doubt, to the extent the per share exercise price for the shares of Company Common Stock that would have been issuable upon exercise of such Company Option is greater than or equal to the Per Share Option Cash-Out Consideration, the Company Option shall be terminated and cancelled at the Effective Time and no Option Payment shall be made.