Examples of Post-Closing Merger Consideration in a sentence
Subject to offset as provided in Article VIII and Section 5.9, all Non-Contingent Holdback Consideration and Post-Closing Merger Consideration payable by Acquiror pursuant to this Agreement shall be deposited with the Exchange Agent as specified in this Section 1.17, and thereafter Acquiror shall cause the Exchange Agent to promptly distribute such Non-Contingent Holdback Consideration and Post-Closing Merger Consideration to each Company Securityholder as set forth on the Closing Payment Schedule.
Until surrendered as contemplated by this Section 1.11, each Certificate shall be deemed from and after the Effective Time to represent only the right to receive their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in accordance with Section 1.13 and Section 1.17, for each share of Company Capital Stock represented by such Certificate.
Exceptional Student Education provides, supports, and monitors services for students with disabilities.
The amount of Estimated Cash Merger Consideration and Post-Closing Merger Consideration, if any, that each Company Stockholder is entitled to receive for the shares of Company Stock held by such stockholder shall be rounded to the nearest cent (with $0.005 being rounded upward).
Identification of potential network routes and interconnection points as well as possible tower site recommendations to support and maximize consumer coverage8.
Notwithstanding anything contained herein to the contrary, any Dissenting Share shall not be converted into the right to receive its portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Share pursuant to Section 262 of Delaware Law or Chapter 13 of California Law, as applicable.
Promptly upon receipt by the Exchange Agent of any Post-Closing Merger Consideration from the Escrow Agent, the Exchange Agent shall, without any action on the part of the holders of the Company Stock, promptly distribute such Post-Closing Merger Consideration to the holders of the Company Stock in accordance with the Exchange Schedule, using the same method and manner of distribution the Exchange Agent used in distributing the Closing Date Merger Consideration in accordance with this Section 3.02.
Such agency may be changed by the Company Securityholders with the right to a majority of the Post-Closing Merger Consideration from time-to-time; provided, that no such change in agency shall in any way negate or otherwise affect prior consents, approvals or actions by the Securityholders’ Representative Committee.
Acquiror shall not take any action the sole purpose of which is to negatively affect the payment of the Non-Contingent Holdback Consideration or the Post-Closing Merger Consideration payable hereunder.
Each Share issued and outstanding ------------------------ (excluding any Dissenting Shares) shall be converted into (i) the right to receive at the Effective Time the Per Share Closing Date Merger Consideration and (ii) the right to receive if, when and to the extent payable, the Per Share Post-Closing Merger Consideration.