Merger Event Consideration definition

Merger Event Consideration means the Fair Market Value of all cash, debt or equity securities and other property paid or issued by the acquiring entity to the Corporation and/or its shareholders in consideration of such Merger Event, less any expenses or liabilities incurred by the Corporation’s shareholders in connection with the Merger Event. The Fair Market Value of any debt securities constituting a part of the Merger Event Consideration shall be equal to the discounted present value of such debt securities. The Fair Market Value of any Common Stock or other securities shall be determined in accordance with Section 1.19 herein; the Fair Market Value of any other property other than Common Stock or other securities or debt securities constituting a part of the Merger Event Consideration shall be determined by the Board in good faith based upon all relevant facts and circumstances. The Board’s determination of the Fair Market Value of the Merger Event Consideration, which shall be made pursuant to the foregoing provisions, shall be final and binding for all purposes of this Plan. For purposes of this Plan, the Merger Event Consideration shall be determined without any deductions for the payment of the Bonus Pool pursuant hereto.
Sample 1

Examples of Merger Event Consideration in a sentence

  • In the event of an Exit Event that is a Merger Event, then a Participant shall generally receive his Bonus Benefit, if any, in the same type or form of property as the Merger Event Consideration.

  • In the case of an Exit Event that is a Merger Event, a Participant shall receive his or her Bonus Benefit, if any, at the same time and on the same terms and conditions as the Company’s stockholders receive their Merger Event Consideration.

  • If the Exit Event is a Merger Event and the payment of the Merger Event Consideration is subject to any transfer or other restrictions or contractual obligations that apply to all stockholders of the Corporation then holding at least five percent of the outstanding Common Stock, then the payment of the Bonus Benefit to a Participant shall be conditioned upon such Participant executing an agreement to be bound by all such transfer or other restrictions or contractual obligations.

  • It is the intent of the foregoing that Participants shall receive their Bonus Benefits in a manner that is timed to correspond proportionately to the payment of the Merger Event Consideration, and that the deferral of compensation set for in this Plan shall meet the requirements of Prop.

  • In the case of a Merger Event resulting from the acquisition by a Person of less than all of the capital stock of the Corporation, the Exit Event Valuation shall be the Merger Event Consideration divided by percentage of the capital stock of the Corporation so acquired in such Merger Event.

Related to Merger Event Consideration

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

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

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

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

  • Merger Event shall have the meaning specified in Section 14.07(a).

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

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

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

  • 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.

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

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

  • Base Consideration has the meaning set forth in Section 1.2.

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

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

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

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

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

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).