Transaction Consideration definition
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Transaction Consideration has the meaning set forth in Section 3.1.
Transaction Consideration means an amount equal to the total funds required to consummate the Acquisition as set forth in the Acquisition Agreement.
Examples of Transaction Consideration in a sentence
If, after the First Merger Effective Time, Old Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged after the Second Merger Effective Time for the Transaction Consideration, including, without duplication, cash in lieu of fractional shares of Parent Common Stock, and dividends or other distributions to which the holder presenting such Old Certificates is entitled pursuant to Section 4.1(d), in each case, as provided in this Article 4.
The Transaction Consideration, as so adjusted, shall, from and after the date of such event, be the Transaction Consideration, subject to further adjustment in accordance with this Section 3.1(c); provided, however, that nothing set forth in this Section 3.1(c) shall be construed to supersede or in any way limit the prohibitions set forth in Section 7.1 hereof.
Notwithstanding the foregoing, none of Parent, Holdco, Company, the Surviving Entity, the Exchange Agent or any employee, officer, director, agent or Affiliate thereof, shall be liable to any Person in respect of the Transaction Consideration if the Exchange Fund has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
No interest shall be paid or accrued for the benefit of Holder on the Transaction Consideration.
More Definitions of Transaction Consideration
Transaction Consideration has the meaning set forth in Article 2.
Transaction Consideration means the dollar value placed on the total consideration paid to the Company including, but not limited to, (i) the value of the Transaction, including consideration whether in cash, stock or in-kind, received by and/or paid by the Company, (ii) the total amount of indebtedness for borrowed funds, capitalized lease obligations and non-trade liabilities of the Company that are either assumed by the acquirer, redeemed or otherwise satisfied in connection with the transaction, or which remain outstanding after the transaction is consummated; (iii) the fair market value of any assets excluded from the transaction; (iv) the fair market value of any ownership interests which are retained by the Company’s shareholders or which remain outstanding after the transaction is consummated; and (v) the amount of any contingent payments, including, without limitation, earn-outs and future royalties payable in connection with the transaction.
Transaction Consideration has the meaning specified in Section 6(c).
Transaction Consideration has the meaning set forth in Section 2.2(a).
Transaction Consideration means $8.00 per Company Common Share in cash or any higher price as shall be paid in respect of the Company Common Shares in the Offer. The obligations of Sub to commence the Offer and to accept for payment and to pay for any Company Common Shares tendered shall be subject to only the conditions set forth in Annex A hereto (any or all of which may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable law). The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer determined using Rule 14d-2 under the Exchange Act, unless this Agreement is terminated in accordance with Section 9.01, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on such date of termination. Without the prior written consent of the Company, Sub shall not, and Parent shall cause Sub not to (i) decrease the Transaction Consideration, (ii) decrease the number of Company Common Shares to be purchased in the Offer, (iii) change the form of consideration payable in the Offer, (iv) add to or change the conditions to the Offer set forth in Annex A, (v) waive the Minimum Tender Condition (as defined in Annex A) or (vi) make any other change in the terms or conditions of the Offer in any manner materially adverse to the holders of Company Common Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer in increments of not more than ten business days each, if at the then scheduled expiration date of the Offer any of the conditions to Sub's obligation to purchase Company Common Shares are not satisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (iii) make available a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act). Without limiting the right of Sub to extend the Offer, provided that this Agreement shall not have been terminated in accordance with Section 9.01 hereof, if the conditions set forth in Annex A are not satisfied or, to the extent permitted hereby, waived by Parent or Sub as of the date the Offer would otherwise have expired, then, except to the extent that such conditions are incapable of being satisfied, at the request of the Company, Sub will extend the Offer from time to time until the e...
Transaction Consideration means an amount equal to the total funds required to consummate the Offer as contemplated by the Undertaking Agreement and the Tender Documents.
Transaction Consideration means the dollar value placed on the total consideration paid to the Company including, but not limited to, (i) the value of the Liquidity Event, including consideration whether in cash, stock or in-kind, received by and/or paid by the Company, (ii) the total amount of indebtedness for borrowed funds, capitalized lease obligations and non-trade liabilities of the Company that are either assumed by the acquirer, redeemed or otherwise satisfied in connection with the Liquidity Event, or which remain outstanding after the Liquidity Event is consummated; (iii) the fair market value of any assets excluded from the Liquidity Event; (iv) the fair market value of any ownership interests which are retained by the Company’s shareholders or which remain outstanding after the Liquidity Event is consummated; and (v) the amount of any contingent payments, including, without limitation, earn-outs and future royalties payable in connection with the Liquidity Event. Within one hundred and eighty-one (181) days or six calendar months, whichever is later, following the consummation of the IPO, the Company shall use its reasonable commercial efforts to file a registration statement on Form S-1 (the “Resale Registration Statement”) with the SEC in order to register for resale all of the shares of Common Stock of the Company or common stock of any successor-in-interest to the Company issued to all holders of the Notes upon conversion of the Notes (the “Conversion Shares”), and will use its reasonable best efforts to cause such Resale Registration Statement to be declared effective by the SEC within forty-five (45) business days from the date of its initial submission or filing; provided, that such Conversion Shares will continue to be subject to restrictions on resale for a period of six (6) months following consummation of the IPO. In the event neither an IPO nor another Liquidity Event is consummated within twelve (12) months of the Closing of the Offering, the Company may elect either to (a) repay the Notes in whole or in part (subject to the conversion rights of the Holders), or (b) if the Company does not repay the Notes the unpaid principal amount of the Notes will automatically increase to 110% of the outstanding principal amount. The Company may also elect to prepay the Note at any time after April 25, 2023 upon 20 business days’ prior written notice to the Holder; provided, that the Holder may elect to convert the Note into Common Stock prior to the date fixed for prep...