Examples of Merger Consideration in a sentence
All Premier Shares issued and outstanding immediately prior to the Effective Time will automatically be cancelled and cease to exist in exchange for the right to receive the Merger Consideration, with each of the Premier Shareholders being entitled to receive its portion of the Merger Consideration in accordance with Section 1.7 above, without interest.
At or prior to the Closing, subject to Section 1.8, Parent shall deposit (or cause to be deposited) with the Paying Agent, cash sufficient to make payments of the Merger Consideration payable pursuant to Section 1.5 (the “Payment Fund”).
As of the Effective Time, the Premier Shareholders shall cease to have any other rights in and to or the Surviving Corporation other than (i) to receive any dividend or other distribution with respect to such Stock with a record date occurring prior to the Effective Time, if applicable, or (ii) to receive the Merger Consideration.
Any portion of the Exchange Fund other than the Aggregate Earnout Shares that remains undistributed to the Participating Securityholders for one (1) year after the Company Merger Effective Time shall be delivered to Pubco, upon demand, and any Participating Securityholder who has not theretofore complied with this Section 3.04 shall thereafter look only to Parent for such holder’s Per Share Company Merger Consideration.
The Aggregate Company Merger Consideration issuable upon conversion of the Capital Stock (including Company Common Stock resulting from the Company Preferred Conversion and the Company Convertible Note Conversion and shares of Company Restricted Stock) in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Capital Stock.