Effective Time Merger Consideration definition

Effective Time Merger Consideration has the meaning set forth in Section 2.1(b).
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Effective Time Merger Consideration means an amount equal to the Fixed Price less the Escrow Amount and less the Representative
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Effective Time Merger Consideration shall have the meaning ascribed to such term in the Merger Agreement (hereinafter defined).
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Examples of Effective Time Merger Consideration in a sentence

  • Parent has delivered to the Company and the Owner complete and correct copies of the debt commitment letter, dated as of the date hereof, from CIT Healthcare LLC (the “Debt Commitment Letter”) providing for funds to be delivered to Parent on the Closing Date sufficient to enable Parent to deliver the cash portion of the Effective Time Merger Consideration at or prior to the Effective Time.

  • Upon the funding of the commitments under the Debt Commitment Letter, Parent will have available as of the Closing Date funds sufficient to pay the cash portion of the Effective Time Merger Consideration and the fees and expenses of Parent related to the transactions contemplated hereby.

  • If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, each share of Company Common Stock held by such stockholder shall thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time, Merger Consideration as provided in Section 2.1(c).

  • The Assumed Indebtedness, as set forth on the Effective Time Merger Consideration Certificate, will be true and correct as of the Closing Date.

  • As a result, this Corridor is now recognized as leading the way for others across North America.

  • Any such Shareholders shall thereafter be entitled to look onlyto Parent for payment of their claims for the Effective Time Merger Consideration the other Per Share Merger Consideration pursuant to this Article II , withoutinterest thereon.

  • As soon as practicable after the Effective Time, the Company shall use its reasonable best efforts to register under the Securities Act for public resale by you the shares of Registerable Stock included in the Effective Time Merger Consideration held by you.

  • For avoidance of doubt, the Proposed Share Capital Reduction will not result in any outflow of cash or change in net assets (“NA”) of the Group, save for the estimated expenses to be incurred in relation to the Proposed Regularisation Plan.

  • At the Effective Time, Parent shall pay to the Payment Agent, for the benefit of the Shareholders, the full amount of the Effective Time Merger Consideration, by wire transfer in immediately available funds, United States currency, to the account(s) (the “ Payment Account”) specified in Exhibit B.

  • If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of dissent, each share of Company Common Stock held by such shareholder shall thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time, Merger Consideration in the manner provided for in Section 3.1.


More Definitions of Effective Time Merger Consideration

Effective Time Merger Consideration means $155,995,675.
Sample 1
Effective Time Merger Consideration means an amount equal to the Fixed Price less the Escrow Amount and less the Representative Expense Amount.
Sample 1

Related to Effective Time Merger Consideration

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

  • 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).

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

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

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

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

  • 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).

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

  • Effective Time has the meaning set forth in Section 2.2.

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

  • Merger Effective Time shall have the meaning assigned to the term “Effective Time” in the Merger Agreement.

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

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

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

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

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

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

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

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

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

  • Merger Sub 1 has the meaning set forth in the Preamble.

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

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).