Tender Consideration definition

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.

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Tender Consideration means the cash consideration to be paid to stockholders of the Company for their shares of common stock of the Company that have been tendered to MergerCo in the Tender Offer and are accepted for payment in the Tender Offer in accordance with the provisions of the Merger Agreement.

Tender Consideration shall have the meaning assigned to such term in the introductory statement to this Agreement.

Examples of Tender Consideration in a sentence

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.
Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to the Purchaser or its designee any unpaid Tender Consideration deposited with Agent pursuant to Article III, Section 4 hereof.
Notwithstanding the foregoing sentence, Article 2 of this Supplemental Indenture shall become operative only upon the payment by Merger Sub of the Total Consideration or the Tender Consideration, as applicable (each as defined in the Offer and Solicitation) due to each consenting Holder, with the result that the amendments to the Indenture effected by Article 2 of this Supplemental Indenture shall not become operative if such payment shall not occur.
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.
Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to the Purchaser or its designee any unpaid Tender Consideration deposited with Agent pursuant to Section 13 hereof .
Purchaser will deliver the Tender Consideration prior to 9:00 a.m. Eastern Time in order for Payment Event to commence on the same day that Tender Consideration is received by Agent.
Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to the Purchaser or its designee any unpaid Tender Consideration deposited with Agent pursuant to Section 13 hereof.
Notwithstanding the foregoing, the amendments set forth in Sections 3 and 4 below shall not become operative until the time the Co-Obligors accept for payment the Notes tendered in the Offer, the tender of which represents the principal amount of the Notes outstanding at least equal to the Requisite Consents, and any Subordinated Notes Tender Consideration and any Subordinated Notes Consent Payments (as defined in the Offer to Purchase) are paid for in accordance with the Offer to Purchase.
Subject to the terms and conditions of the Offer, the relevant Total Consideration or the Tender Consideration, as applicable, with respect to Notes accepted for purchase pursuant to the Offers will be payable in cash on the relevant Settlement Date (as defined herein).
Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to the Purchaser or its designee any unpaid Tender Consideration deposited with Agent pursuant to Section 12 hereof.

More Definitions of Tender Consideration

Tender Consideration. Tender price per Bond: Offer Price less Consent Fee plus accrued and unpaid interest to payment date. Consent Fee per Bond: $30 per $1,000. Total Payment per Bond: Offer Price plus accrued and unpaid interest to payment date.

Tender Consideration means, with respect to any tender or exchange offer, the aggregate of the cash plus the Fair Market Value of all non- cash consideration paid in respect of such tender or exchange offer.

Tender Consideration has the meaning specified in the preliminary statements to this Agreement.

Tender Consideration shall have the meaning assigned to such term in the Preliminary Statements.

Tender Consideration means the Early Tender Consideration and the Subsequent Tender Consideration; and “Tender Instruction” has the meaning given to it in the Memorandum.