Examples of Merger Consideration Amount in a sentence
Base Merger Consideration is the number of shares of New VWE Holdco common stock determined by dividing the Base Merger Consideration Amount by $10 and rounding down to eliminate any fractional share.
Base Merger Consideration and Base Merger Consideration Amount are highest for the “low” estimate and lowest for the “high” estimate because the MIP Payment Amount decreases as Per Share Merger Consideration decreases.
The Special Committee has received the opinion of Xxxxxxx Sachs, financial advisor to the Special Committee, to the effect that, as of the date of such opinion and based on and subject to the assumptions, qualifications, limitations and other matters set forth in the opinion, the Merger Consideration Amount and Pre-Closing Dividend to be paid to holders of Company Common Stock (other than Parent or any of its affiliates), in the aggregate, is fair, from a financial point of view, to such holders.
Parent may submit any questions or objections in writing to the Company until 5:00 p.m. Eastern Time on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good faith with Parent to revise the Estimated Merger Consideration Amount to reflect the mutual agreement of the Company and Parent.
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.