Share Merger Consideration definition

Share Merger Consideration means 3,250,000 Buyer Common Shares, subject to adjustment pursuant to Sections 1.10(a)(i) and 1.10(a)(ii).
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Share Merger Consideration means the total portion of the Merger Consideration payable hereunder to the Shareholders in the Merger.
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Share Merger Consideration means 8,850,000 shares of Parent Common Stock.
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Examples of Share Merger Consideration in a sentence

  • In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.

  • No Person who has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL shall be entitled to receive the Per Share Merger Consideration with respect to the Shares owned by such Person unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL.

  • Remittances for the Per Share Merger Consideration or the Per ADS Merger Consideration, as the case may be, shall not be sent to holders of Shares or ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as applicable, of their current contact details prior to the Effective Time.

  • Parent, Merger Sub and the Company respectively agree that the Per Share Merger Consideration represents the fair value of the Shares for the purposes of Section 238(8) of the CICL.

  • No Parent Shares issued in connection with the Merger shall be issued at a lower price per share than the Parent Shares issued hereunder (it being understood that the Parent Shares issued hereunder are deemed to be issued at a price per share based on each Rollover Share having a value equal to the Per Share Merger Consideration).

  • Each outstanding Company Option with a per Share exercise price greater than or equal to the Per Share Merger Consideration will be cancelled at the effective time of the merger for no consideration.

  • At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest.

  • Remittances for the Per Share Merger Consideration or the Per ADS Merger Consideration, as the case may be, shall not be sent to holders of Shares or ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as applicable, of their current contact details.

  • Parent and Merger Sub hereby agree that the aggregate Per Share Merger Consideration (as defined in the Merger Agreement) that is due and owing to the Shareholder as a result of the Merger will be paid and delivered to the Shareholder at the Effective Time (as defined in the Merger Agreement).

  • Parent and Merger Sub have available to them, or as of the Effective Time will have available to them, all funds necessary for the payment to the Paying Agent of the aggregate Per Share Merger Consideration and to satisfy all of their obligations under this Agreement.


More Definitions of Share Merger Consideration

Share Merger Consideration means an aggregate of 3,516,530 shares of common stock, par value $.01 per share, of JEI ("JEI Common Stock"), together with any and all rights attached thereto or associated therewith, including but not limited to the rights to purchase Series A Junior Preferred Stock of JEI as set forth in that certain Rights Agreement dated as of July 11, 1994, subject to (i) adjustment by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange or similar stock event, (ii) reduction for any adjustment effected pursuant to Section 2.02 and (iii) a holdback of such number of shares of JEI Common Stock that would be issuable in respect of all Dissenting Shares if such Dissenting Shares were ultimately deemed to be converted into the right to receive the portion of the Share Merger Consideration attributable to such Dissenting Shares (the "Withheld Shares"). The Share Merger Consideration shall be distributed in accordance with instructions delivered by CRC to JEI not less than three (3) business days prior to the Closing Date. The Withheld Shares shall be distributed or canceled as provided in paragraph (d) of this Section 2.01.
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Share Merger Consideration shall have the meaning set forth in Section 2.01(a); "Spinco" shall have the meaning set forth in the second "Whereas" clause; "Spinco Businesses" shall have the meaning set forth in the second "Whereas" clause; "Spinco Interests" shall have the meaning set forth in Section 1.02; "Spinoff" shall have the meaning set forth in the second "Whereas" clause; "Spinoff Tax Liability" shall have the meaning set forth in Section 2.02(d)(i); "Stockholders' Meetings" shall have the meaning set forth in Section 3.04(b); "Stock Plan" shall have the meaning set forth in Section 2.03(a); "Stub Period Diverted Asset Amount" shall have the meaning set forth in Section 2.02(c)(i)(A); "Surviving Corporation" shall have the meaning set forth in the Preamble; "Tax" or "Taxes" shall have the meaning set forth in Section 4.01(l); "Tax Attributes" shall have the meaning set forth in Section 2.02(d)(ii)(B); "Tax Authority" shall have the meaning set forth in Section 4.01(l); "Tax Returns" shall have the meaning set forth in Section 4.01(l); "Tax Sharing Agreement" shall have the meaning set forth in Section 5.02(m); "Updated November 30 Balance Sheet" shall have the meaning set forth in Section 2.02(a)(i); "Withheld Shares" shall have the meaning set forth in Section 2.01(a).
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Share Merger Consideration means, with respect to each Class A Share, an amount in cash equal to the sum of:
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Share Merger Consideration means a number of shares of Parent Common Stock (deemed to have a value of $10.00 per share) equal to the quotient (rounded down to the nearest whole number) obtained by dividing (a) the sum of (i) the Base Merger Consideration, plus (ii) the Aggregate Exercise Price, plus (iii) the Closing Cash, minus (iv) the Closing Indebtedness, minus (v) the Sponsor Promote Value, minus (vi) the Company Transaction Expenses, minus (vii) the Parent Transaction Expenses, by (b) the Reference Price; provided, however, that, solely for purposes of this definition, in no event shall the sum of the Parent Transaction Expenses and the Company Transaction Expenses exceed $25,000,000.
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Share Merger Consideration means the Closing Share Merger Consideration and the Milestone Shares.
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Related to Share Merger Consideration

  • 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).

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

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

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

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

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

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

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

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

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

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

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

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

  • 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).

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

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

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

  • 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.

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

  • 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.

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

  • Scheme Consideration means, in respect of: