Merger Consideration Cash Value definition

Merger Consideration Cash Value means the sum of the (a) Cash Consideration and (b) the product obtained by multiplying the Exchange Ratio by the Parent Trading Price.
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Examples of Merger Consideration Cash Value in a sentence

  • No interest shall be paid or accrued on any Per Share Common Stock Merger Consideration, the Per Share Common Stock Merger Consideration Cash Value, cash payable in lieu of fractional shares in accordance with Section 4.3 or dividends and other distributions in accordance with Section 4.2(h).

  • Notwithstanding the foregoing, none of Parent, Merger Sub, the Company or the Surviving Corporation shall be liable to any holder of shares of Company Common Stock for any Per Share Common Stock Merger Consideration or Per Share Common Stock Merger Consideration Cash Value, as applicable, or other amounts delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

  • The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Per Share Common Stock Merger Consideration and the Per Share Common Stock Merger Consideration Cash Value contemplated to be paid pursuant to Section 4.1 out of the Exchange Fund.

  • The Per Share Common Stock Merger Consideration or the Per Share Common Stock Merger Consideration Cash Value, as applicable, issued and paid to a holder of Company Common Stock upon conversion of the Company Common Stock in accordance with the terms hereof (including any cash paid pursuant to Section 4.2(h) or Section 4.3) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Company Common Stock.

  • Promptly after the date hereof, Parent shall appoint an exchange agent reasonably acceptable to the Company or Parent’s transfer agent (the “ Exchange Agent ”) for the purpose of exchanging Certificates (or uncertificated shares) representing shares of CompanyCommon Stock for the Per Share Common Stock Merger Consideration or the Per Share Common Stock Merger Consideration Cash Value, as applicable, in accordance with this ARTICLE IV.

Related to Merger Consideration Cash Value

  • Non-Cash Consideration means consideration in a form other than cash.

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

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

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

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.