Common Share Merger Consideration definition

Common Share Merger Consideration has the meaning set forth in Section 2.1(c).

Common Share Merger Consideration means $19.00 per share.

Common Share Merger Consideration shall have the meaning set forth in Section 6.8(b).

Examples of Common Share Merger Consideration in a sentence

• The Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or Partnership Units, as applicable, paid or delivered upon the surrender for exchange of Certificates representing Company Common Stock or Merger Partnership Units in accordance with the terms of this Article III shall be deemed to have been paid or delivered, as the case may be, in full satisfaction of all rights and privileges pertaining to Company Common Stock or Merger Partnership Units exchanged therefor.

• The Paying Agent shall make payments of the Per Company Common Share Merger Consideration and the Partnership Merger Consideration out of the Exchange Fund in accordance with this Agreement and the Articles of Merger.

• Notwithstanding the foregoing, neither Parent nor the Exchange Agent shall be liable to any holder of a Common Certificate, Preferred Certificate, Book-Entry Common Share or Book-Entry Preferred Share for any Per Common Share Merger Consideration, Per Preferred Share Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• No interest shall be paid or accrue on the Company Common Share Merger Consideration.

• On or after the Closing Date, any Certificates presented to the Paying Agent, the Surviving Company or the Surviving Partnership in accordance with this Agreement shall be exchanged for the Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or Partnership Units, as applicable, with respect to Company Common Stock or Merger Partnership Units formerly represented thereby.

• The Exchange Agent shall make payments of the Company Common Share Merger Consideration, the Partnership Merger Consideration, the Other Payments and any cash payable in lieu of fractional shares out of the Exchange Fund in accordance with this Agreement, the Maryland Articles of Merger and the Delaware Merger Certificate.

• Until surrendered as contemplated by this Section 3.4, each Certificate shall be deemed at any time after the Closing Date to represent only the right to receive, upon such surrender, the Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or Partnership Units, as applicable, as contemplated by this Section 3.4. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

• On or after the Effective Time, any Certificates presented to the Exchange Agent, the Surviving Company or the transfer agent for any reason shall be converted into the Company Common Share Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II, any Other Payments deliverable hereunder and any dividends or distributions in respect of Parent Common Stock.

• Payment of amounts to the Securityholders entitled to receive the Net Adjustment Amount shall be made pro rata based upon the portion of the aggregate Gross Per Common Share Merger Consideration attributable to such Securityholders.

• The Company Common Share Merger Consideration, the Other Payments, cash in lieu of fractional shares and any dividends or distributions in respect of Parent Common Stock paid upon the surrender for exchange of Certificates representing Company Common Shares in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights and privileges pertaining to the Company Common Shares exchanged theretofore represented by such Certificates.

More Definitions of Common Share Merger Consideration

Common Share Merger Consideration means the quotient obtained by dividing (a) the difference between (i) the Aggregate Equity Value minus (ii) the sum of (A) the Aggregate Preferred Accreted Value plus (B) the Shareholder Escrow Portion, by (b) two.

Common Share Merger Consideration shall equal (A) the Adjusted Total Merger Consideration (as defined below), minus (B) the Bridge Loan Balance (as defined below), minus (C) the total number of outstanding Preferred Shares immediately prior to the Effective Time (excluding any Preferred Shares issuable to FrontLine pursuant to the Amended and Restated Bridge Financing Agreement dated September 6, 2000 as further amended on November 6, 2000 (the "Bridge Loan Agreement") between FrontLine and the Company (the aggregate of such Preferred Shares issuable under such agreement being referred to herein as the "Bridge Loan Shares")) (such total number of outstanding Preferred Shares excluding the Bridge Loan Shares being referred to herein as the "FrontLine Preferred Shares") multiplied by $1.00 (such product being referred to herein as the "FrontLine Preferred Amount"), minus (D) the total amount of accrued but unpaid dividends on the FrontLine Preferred Shares as of the Closing Date (the "FrontLine Preferred Dividend Amount"). The "Bridge Loan Balance" means the principal amount of the loan made by FrontLine to the Company under the Bridge Loan Agreement and the interest accrued thereon as of the Closing Date. The "Adjusted Total Merger Consideration" shall equal (A) $39,000,000 minus (B) Excess Company Expenses (as hereinafter defined), minus (C) Excess RIF Expenses (as hereinafter defined). The Common Conversion Ratio and the total Common Merger Shares shall be adjusted as follows: (X) in the event that the Average Announcement Price (as hereinafter defined) is greater than 120% of the Average LOI Price, then (x) the Common Conversion Ratio shall equal (I) the product of 120% multiplied by the Common Share Merger Consideration, divided by the Average Announcement Price, divided by (II) the Total Outstanding Common Shares, and (y) the total Common Merger Shares shall equal the result of the formula set forth in the foregoing clause (x)(I), and (Y) in the event that the Average Announcement Price is less than 80% of the Average LOI Price, then (a) the Common Conversion Ratio shall equal (I) the product of 80% multiplied by the Common Share Merger Consideration, divided by the Average Announcement Price, divided by (II) the Total Outstanding Common Shares, and (b) the total Common Merger Shares shall equal the result of the formula set forth in the foregoing clause (a)(I). The "Average Announcement Price" means the average of the closing prices per share of the Buyer Common Stock as quoted on the...

Common Share Merger Consideration means, in the case of each Common Share issued and outstanding immediately prior to the Effective Time (other than Common Shares referred to in Section 2.7(c)), the consideration described with respect to such share in clause (x) or (y) above, as applicable.

Common Share Merger Consideration shall have the meaning given to such term in the Merger Agreement.

Common Share Merger Consideration means the amount by which the Merger Consideration exceeds the Option Consideration.

Common Share Merger Consideration means the sum of (i) the Initial Common Share Closing Payment, payable in cash at the Closing, (ii) the Initial Escrow Payment and the Company Adjustment Payment, payable in cash on the Initial Escrow Payment Date, (iii) the Subsequent Escrow Payments, payable in cash on the Subsequent Escrow Payment Dates, and (iv) the Additional Payment, payable in the manner, and subject to the restrictions, specified in Section 3.06(c) on the Additional Payment Date.