Examples of Aggregate Merger Consideration in a sentence
The Debt Financing (both before and after giving effect to any “flex” provisions contained in the Debt Financing Commitment), will be sufficient for Parent to pay the Aggregate Merger Consideration (less the Aggregate Parent Stock Value and less the Aggregate Exercise Price), the Payoff Amount and the Selling Expenses.
The costs, fees and expenses to be paid by the Company may be (a) paid by the Company prior to the Closing or (b) included in Selling Expenses and thus taken into consideration in the calculation of the Aggregate Merger Consideration.
Any Aggregate Merger Consideration remaining unclaimed by the holders of Certificates or Book-Entry Company Shares immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity will, to the extent permitted by applicable Law, become the property of Parent or an Affiliate thereof designated by Parent, free and clear of any claim or interest of any Person previously entitled thereto.
Except in the case of Fraud, in no event shall any Company Stockholder be liable to the Parent Indemnitees for Losses in respect of indemnification under S ection 9.02(b) that exceed twenty percent (20%) of the Aggregate Merger Consideration (based on the Average Parent Stock Price in the case of the portion thereof in the form of Parent Common Stock) allocated (whether or not actually paid) to such Company Stockholder at the Closing.
Parent shall ensure that, at or prior to the Closing, the shares of Parent CommonStock that will be part of the Aggregate Merger Consideration are approved for listing on Nasdaq, subject to official notice of issuance (if applicable).