Maximum Cash Consideration definition

Maximum Cash Consideration has the meaning set forth in Section 3.01(b)(2)(iii).

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Maximum Cash Consideration means US$157,410,417;

Maximum Cash Consideration means $4,372,161,384, less an amount equal to $44.50 multiplied by the aggregate of (i) the number of Canada Life Shares owned by Dissenting Shareholders, (ii) the total number of Canada Life Shares issuable pursuant to all Canada Life Options outstanding on the Closing Date and (iii) the total number of Canada Life Shares acquired by Canada Life or its subsidiaries subsequent to December 31, 2002 and prior to the Closing Date;

Examples of Maximum Cash Consideration in a sentence

To the extent that the Company has less than the Target as of the Effective Time, the Maximum Cash Consideration shall be adjusted downward, on a dollar-for-dollar basis, equal to the difference between the Target and the actual cash and cash equivalent amount on hand at the Effective Time (the “Difference”), and the Maximum Stock Consideration shall be increased by a number of shares of Parent Stock equal to (y) the Difference divided by (z) the Parent Share Value.
Meadowbrook and Merger Sub shall take all action that is necessary so that at the Effective Time Meadowbrook and Merger Sub have sufficient cash and cash equivalents and available amounts under then-existing credit facilities to pay the Maximum Cash Consideration and all related fees and expenses payable by Meadowbrook and Merger Sub in connection with the transactions contemplated by this Agreement.
If the number of Cash Election Shares times the Per Share Cash Consideration is equal to the Minimum Cash Consideration or the Maximum Cash Consideration, then subparagraphs (d)(i) and (ii) above shall not apply and all Cash Election Shares (subject to Section 3.06 with respect to Dissenting Shares) shall be converted into the right to receive cash and all No-Election Shares and all Stock Election Shares will be converted into the right to receive Washington Federal Common Stock.
The Maximum Cash Consideration shall be reduced by the sum of any Pre-Closing Settlement Cash in calculating the Effective Time Cash Consideration under Section 2.1(b).
The Maximum Cash Consideration and the Maximum Share Consideration will be prorated on each Take-Up Date as necessary to ensure that the total aggregate consideration payable under the Offer and in any Compulsory Acquisition or Subsequent Acquisition Transaction does not exceed the Maximum Cash Consideration and the Maximum Share Consideration.

More Definitions of Maximum Cash Consideration

Maximum Cash Consideration means the amount equal to (a) US$161,615,917 less the amount equal to (b) the number of Outstanding Warrant Shares multiplied by the Combination Consideration Cash;

Maximum Cash Consideration means $61,895,288, subject to adjustment set forth in Section 2.7(b).

Maximum Cash Consideration means $62,148,545;

Maximum Cash Consideration has the meaning ascribed thereto at Section 5.1.1(c);

Maximum Cash Consideration means the product of the Aggregate Merger Consideration times .50 (i.e., $90,492,745.50).

Maximum Cash Consideration means $2.65 multiplied by the number of outstanding Shares on a fully diluted basis on the date of the Offer;

Maximum Cash Consideration means the amount equal to the product of (x) the Average Cash Per Share and (y) the number of issued shares of Company Common Stock immediately prior to the Effective Time minus the sum of (A) the number of shares of Excluded Shares and (B) the number of Dissenting Shares; the “Maximum Stock Consideration” shall mean the number of shares equal to the product of (x) the Average Stock Per Share and (y) the number of issued shares of Company Common Stock immediately prior to the Effective Time minus the sum of (A) the number of shares of Excluded Shares and (B) the number of Dissenting Shares; the “Cash Election Number” shall mean the quotient of (i) the Maximum Cash Consideration divided by (ii) the Cash Consideration; the “Stock Election Number” shall mean the quotient of (i) the Maximum Stock Consideration divided by (ii) the Stock Consideration; and the “Average Closing Price” shall mean the lesser of (i) the closing price of a share of Parent Common Stock on the day before the Closing Date and (ii) the average of the high and low trading prices of the Parent Common Stock on the day before the Closing Date.