Merger Consideration definition

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

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

Merger Consideration shall have the meaning set forth in Section 2.8(a).

Examples of Merger Consideration in a sentence

• The Merger Consideration will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Capital Stock or Parent Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other similar change with respect to the Company Capital Stock or Parent Shares occurring on or after the date of this Agreement and prior to the Effective Time.

• In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), will be entitled to receive in exchange therefor the Merger Consideration payable to such holder with respect to the Company Capital Stock it held immediately prior to the Effective Time, and the Uncertificated Shares shall be cancelled.

• Until so surrendered or cancelled, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to Section 2.7.

• If for any reason the Exchange Fund is inadequate to pay the aggregate Merger Consideration to which holders of Company Capital Stock shall be entitled under Section 2.7(a)(iii), Parent shall promptly deposit, or cause to be deposited, additional cash and Parent ADSs, as applicable, with the Exchange Agent sufficient to make all payments of the aggregate Merger Consideration, and Parent and the Surviving Corporation shall in any event be liable for payment thereof.

• If, after the Effective Time, any such holder or owner fails to timely perfect or effectively withdraws or loses such rights, such Dissenting Company Shares will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Dissenting Company Shares in accordance with this Agreement.

More Definitions of Merger Consideration

Merger Consideration has the meaning set forth in Section 1.5(a)(ii).

Merger Consideration has the meaning set forth in Section 2.4(e) below.

Merger Consideration is defined in Section 2.1(c).

Merger Consideration is defined in Section 2.5(a)(iii) of the Agreement.

Merger Consideration shall have the meaning ascribed thereto in Section 3.1(c) hereof.

Merger Consideration has the meaning specified in Section 6.2(a).

Merger Consideration shall have the meaning as set forth in Section 3.1(a) of the Agreement.