Examples of Preferred Share Merger Consideration in a sentence
Notwithstanding the foregoing, neither Parent nor the Exchange Agent shall be liable to any holder of a Common Certificate, Preferred Certificate, Book-Entry Common Share or Book-Entry Preferred Share for any Per Common Share Merger Consideration, Per Preferred Share Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
The Parent Series C Preferred Stock constituting the Per Preferred Share Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Preferred Stock or is otherwise required under applicable Law.
At the Merger Effective Time, Parent will have sufficient funds, in cash, to pay the Company Common Share Merger Consideration, Company Preferred Share Merger Consideration, Option Merger Consideration and Common Unit Consideration, and any other amounts payable by Parent under this Agreement, together with all fees and expenses of Parent incurred in connection with any of the Merger Transactions and to effect the Merger and the Contemplated Transactions.
Until surrendered as contemplated by this Section 2.2, each Preferred Certificate and Book-Entry Preferred Share shall be deemed at any time after the Second Merger Effective Time to represent only the right to receive the applicable Per Preferred Share Merger Consideration as contemplated by this Article II, and any dividends or other distributions on shares of Parent Series C Preferred Stock in accordance with Section 2.2(g), without interest thereon.
All Preferred Shares, when so converted, will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and the holder of a certificate that immediately prior to the Effective Time, represented outstanding Preferred Shares (a “Preferred Stock Certificate”) will cease to have any rights with respect thereto, except the right to receive, on the surrender of such Preferred Stock Certificate, the Per Preferred Share Merger Consideration.
Notwithstanding anything in this Agreement to the contrary, Applicable Company Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (the “Appraisal Rights”) shall not be converted into the right to receive the Per Common Share Merger Consideration or Per Preferred Share Merger Consideration.
Alternatively, the installations could be converted to other use- ful purposes; for example, of particular interest has been the option of conversion to artificial reefs to stimulate marine life forms.37Thirdly, the effort of the coastal states to participate in the monitoring system of offshore activities may affect the behavior of the states parties.
At or before the Closing, Parent or Sub shall deposit (or cause to be deposited) with the Paying Agent cash in an aggregate amount sufficient to pay the aggregate Merger Consideration for all shares of Common Stock and the aggregate Preferred Share Merger Consideration for all shares of Series A Convertible Preferred Stock (such amounts, the “Exchange Fund”).
Parent shall have delivered to the Paying Agent the aggregate Merger Consideration and aggregate Preferred Share Merger Consideration as required by Section 2.2 of this Agreement.
If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Company Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration or the Preferred Share Merger Consideration, as the case may be, without any interest thereon.