Examples of Final Merger Consideration Amount in a sentence
In addition to the consideration contemplated by Section 1.11(f), each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than a Dissenting Share) will be converted into and represent the right to receive a portion of the Total Final Merger Consideration Amount in cash and Buyer Stock with a value equal to the Series A Preference Amount in the combination of cash and Buyer Stock contemplated by Section 1.11(e) below.
For the avoidance of doubt, to the extent that Buyer or any of Buyer’s Other Indemnified Persons are entitled to recover Losses outside of the Escrow Account due to this Section 8.3(e), the liability of the Indemnifying Parties for such Losses outside of the Escrow Account shall be several and not joint and allocated based on each Indemnifying Party’s Pro-Rata Percentage and will be limited to the amount of the Total Final Merger Consideration Amount actually received by such Person.
As of the date hereof, Buyer has sufficient funds available to it to pay the Total Final Merger Consideration Amount and the fees and expenses of Buyer and Buyer Subsidiary related to the Transactions and to enable Buyer to perform all of its obligations under this Agreement and the Ancillary Documents.
In addition to the consideration contemplated by Section 1.11(f), each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than a Dissenting Share) will be converted into and represent the right to receive a portion of the Total Final Merger Consideration Amount in cash and Buyer Stock with a value equal to the Series C Preference Amount in the combination of cash and Buyer Stock contemplated by Section 1.11(c) below.
Parent and the Shareholder Representative shall cooperate in good faith to allocate the Final Merger Consideration Amount (together with any Additional Merger Consideration Amount and other amounts treated as consideration for U.S. federal income tax purposes) among the PaxVax Targets prior to the Closing Date.