Per Unit Merger Consideration definition

Per Unit Merger Consideration means a number of shares of Parent Common Stock equal to the Exchange Ratio; provided, however, with respect to each holder of Company Units, the Per Unit Merger Consideration shall be aggregated for all Company Units held by such holder and then rounded down to the nearest whole number of shares of Parent Common Stock.
Sample 1Sample 2
Per Unit Merger Consideration means with respect to each Class A Unit, the amount payable with respect thereto as set forth on the Allocation Certificate under the heading Per Unit Merger Consideration. DB3/200169974.12
Sample 1Sample 2
Per Unit Merger Consideration has the meaning set forth in Section 2.1(b)(i)(A).
Sample 1

Examples of Per Unit Merger Consideration in a sentence

  • Each Company Series A Preferred Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash equal to the Series A Per Unit Merger Consideration.

  • Each Series 3 Common Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash equal to the Series 3 Per Unit Closing Consideration plus the Per Unit Additional Merger Consideration, if any (together, the “ Series 3 Per Unit Merger Consideration ”).

  • At the Effective Time: (a) all Company Units outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of Company Units shall cease to have any rights as members of the Company, except the right to receive the Per Unit Merger Consideration; and (b) the transfer books of the Company shall be closed with respect to all Company Units outstanding immediately prior to the Effective Time.

  • Each Series 2 Common Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash equal to the Series 2 Per Unit Closing Consideration plus the Per Unit Additional Merger Consideration, if any (together, the “ Series 2 Per Unit Merger Consideration ”).

  • Each Series 1 Common Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash equal to the Series 1 Per Unit Closing Consideration plus the Per Unit Additional Merger Consideration, if any (together, the “ Series 1 Per Unit Merger Consideration ”).

  • At and after the Effective Time, each Member shall cease to have any rights as a Member of Holdco, except for the right to surrender his, her or its Letter of Transmittal and Unit certificates, if any, in exchange for the applicable Per Unit Merger Consideration.

  • For a detailed description of liability exposure issues in the US in the use of geographic data, see (Onsrud 1999).

  • At the Closing, (i) each Member may deliver to the Surviving Company (A) a duly completed and validly executed Letter of Transmittal and (B) if certificates evidencing such Member’s Units have been issued to such Member prior to the Effective Time, the certificates representing the Units, and (ii) the Parent shall, or shall cause the Surviving Company to, pay to each such Member, the applicable Initial Per Unit Merger Consideration (net of applicable withholding on California nonresident Members).

  • If shares of common stock of Parent are issued as part of the Per Unit Merger Consideration, then the shares of Parent’s common stock to be issued in the Merger and the transactions contemplated hereby shall have been authorized for listing on Nasdaq, subject to official notice of issuance.

  • SVF and Merger Sub shall be entitled to rely fully on the information in the Ownership Allocation in issuing the Per Unit Merger Consideration.


More Definitions of Per Unit Merger Consideration

Per Unit Merger Consideration means, with respect to any Unit, an amount equal to the sum of (a) the Initial Per Unit Merger Consideration, plus(b) such Unit’s Pro Rata Share of (i) the Adjustment Amount, if any, (ii) the amount of funds released or disbursed from the Escrow Account to or for the benefit of the Members, if any, and (iii) the amount of funds released or disbursed from the Expense Reserve Holdback, if any. “Pre-Closing Tax Period” means any taxable period that ends on or before the Closing Date.
Sample 1
Per Unit Merger Consideration means, with respect to each Company Unit and each Company RSU, an amount equal to the Per Unit Closing Payment, plus, subject to Article X and Section 3.05(b), the Per Unit Holdback Consideration, plus, subject to Section 3.07, any Per Unit Purchase Price Adjustment Consideration, plus, subject to Section 11.01, the Per Unit Expense Fund Consideration, plus the Per Unit Earn-Out Consideration.
Sample 1
Per Unit Merger Consideration means, with respect to any Unit, an amount equal to the sum of (a) the Initial Per Unit Merger Consideration, plus (b) such Unit’s Pro Rata Share of (i) the Adjustment Amount, if any, (ii) the amount of funds released or disbursed from the Escrow Account to or for the benefit of the Members, if any, and (iii) the amount of funds released or disbursed from the Expense Reserve Holdback, if any.
Sample 1
Per Unit Merger Consideration means (i) for any Class A Unit, the sum of (a) the Unreturned Class A Priority Amount for such Class A Unit immediately prior to the Effective Time, plus (b) the Per Unit Residual Merger Consideration, (ii) for any Class B Unit, the sum of (a) the Unreturned Class B Priority Amount for such Class B Unit immediately prior to the Effective Time, plus (b) the Per Unit Residual Merger Consideration, and (iii) for any vested Incentive Unit, the sum of (a) the Per Unit Tax Distribution Amount plus the Per Unit Residual Merger Consideration.
Sample 1
Per Unit Merger Consideration means the Per Unit Closing Date Merger Consideration plus the Per Unit Earn-Out Merger Consideration.
Sample 1

Related to Per Unit Merger Consideration

  • Initial 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).

  • Total 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).

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

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

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

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

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

  • 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).

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

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

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

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

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

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • 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.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

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

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).