Tender Consideration means, with respect to any tender or exchange offer, the aggregate of the cash plus the fair market value (as determined in good faith by the Board of Directors, whose good faith determination shall be conclusive and described in a resolution of the Board of Directors) of all non-cash consideration paid in respect of such tender or exchange offer.
Holders who validly tender their Notes after the Early Tender Time but at or prior to the Expiration Time will only be eligible to receive the "Tender Consideration", which is the applicable Total Consideration minus the Early Tender Premium, plus any Accrued Interest.
Tender Consideration must be received by Agent prior to 9:00 a.m. New York City time for Payment Event to commence on the same day that Tender Consideration is received by Agent.
Tender Consideration; Tender Financing The price per Common Share payable in the Offers pursuant to the Transaction Agreement includes a fixed portion and a variable portion.
Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to the Purchaser or its designee any certificate for Shares, Letter of Transmittal, or other document received in connection with the Offer and any unpaid Tender Consideration deposited with Agent pursuant to Section 13 hereof.
In addition to the Total Consideration or Tender Consideration, as applicable, Holders who tender Notes that are accepted for purchase pursuant to the Offers will also be paid accrued and unpaid interest from, and including, the immediately preceding interest payment date applicable to such Notes to, but excluding, the applicable Settlement Date (the "Accrued Interest").