Merger Consideration definition
Examples of Merger Consideration in a sentence
Until surrendered as contemplated by this Section 1.10(b), each Company Share Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive Merger Consideration as contemplated by Section 1.8. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Company Share Certificate or Book-Entry Share.
Prior to the Effective Time, Parent shall appoint Computershare (or an affiliate thereof) as paying agent (the “Paying Agent”) to act as the agent for the purpose of paying the Merger Consideration for: (i) the Certificates; and (ii) the Book-Entry Shares.
The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of shares of Company Common Stock, Company Class B Common Stock, Company Class C Common Stock, or Company Class A Preferred Stock for the Merger Consideration.
Notwithstanding the foregoing, if the exercise price per share of any such unvested Company Option is equal to or greater than the Merger Consideration, such unvested Company Option shall be canceled and terminated without any cash payment being made in respect thereof.
Upon the making of such affidavit and delivering such bond, the Paying Agent will issue, in exchange for such lost, stolen or destroyed Company Share Certificate, the Merger Consideration to be paid in respect of the Company Shares formerly represented by such Company Share Certificate as contemplated under this Article I.