Merger Consideration Statement definition

Merger Consideration Statement has the meaning set forth in Section 2.13(b).
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Merger Consideration Statement has the meaning set forth in Section 2.13(a). “Merger Sub 1” has the meaning set forth in the Recitals.
Sample 1

Examples of Merger Consideration Statement in a sentence

  • The Merger Consideration Statement is true and correct in all respects.

  • The Company shall have delivered to Parent the Merger Consideration Statement at least two business days prior to the Closing Date.

  • Any determination set forth in the Final Merger Consideration Statement that is not specifically objected to in the Statement of Objection (or, if no Statement of Objection is delivered prior to the expiration of thetwenty (20) Business Day period following the date of delivery of the Final Merger Consideration Statement, the full Final Merger Consideration Statement) shall be deemed acceptable and shall be final and binding upon the Parties.

  • In no event shall the Arbiter’s determination result in the Final Aggregate Merger Consideration being less than that set forth in the Final Merger Consideration Statement or greater than that set forth in the Statement of Objection.

  • On or before the expiration of the Review Period, Stockholders’ Agent shall deliver to Purchaser a written statement accepting or objecting to the Closing Merger Consideration Statement (the “Response Notice”) and if objecting, providing reasonable detail with respect to such objection.

  • In the event that Stockholders’ Agent does not deliver the Response Notice on or before the expiration of the Review Period, the Closing Merger Consideration Statement shall be deemed final and binding for all purposes under this Section 1.15.

  • The initial issue price of Euro 100.00 per share, plus the 8% hurdle since inception amounted to Euro 143.46 at 31 December 2015.

  • All accounts, notes receivable and other receivables arising out of or relating to the Business as of the Balance Sheet Date have been included in the Balance Sheet, and all accounts, notes receivable and other receivables arising out of or relating to the Business as of the Closing Date will be included in the Closing Merger Consideration Statement, in accordance with GAAP applied on a consistent basis.

  • The Merger Consideration Statement is true and correct in all respects.3A.

  • During the Review Period, Purchaser shall provide Stockholders’ Agent and its representatives reasonable access to the records, properties, and personnel relating to the preparation of the Closing Merger Consideration Statement and shall cause its personnel to reasonably cooperate with Stockholders’ Agent in connection with its review of the Closing Merger Consideration Statement.

Related to Merger Consideration Statement

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

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

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

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

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

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

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

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

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Conversion Shares Registration Statement means a registration statement that registers the resale of the Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

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

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Company Stock Certificate has the meaning set forth in Section 1.6.

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings 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 Holdings or any of its Subsidiaries.

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.