Consolidation Consideration definition

Consolidation Consideration means $11.50 in cash, without interest, for each share of Company Common Stock that is outstanding immediately prior to the Effective Time (but excluding Dissenting Shares and Treasury Stock).
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Consolidation Consideration means the cash consideration payable to each Consolidated Shareholder equal to the Common Share Weighted Average Trading Price multiplied by the number of Pre-Consolidation Common Shares held by the Consolidated Shareholder;
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Consolidation Consideration comprises the New XXX Stock issuable at the Closing and upon meeting certain criteria set forth in Section 2.08 as summarized in Recital A to this Agreement.
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Examples of Consolidation Consideration in a sentence

  • On the Effective Date, Parent or Parent Bank will have all funds necessary to consummate the Consolidation and pay the aggregate Consolidation Consideration to holders of Company Common Stock pursuant to Section 3.01(a) hereof.

  • If any holder of any Dissenting Shares shall effectively withdraw or lose his dissenter’s rights under the applicable provisions of the NBA, each such Dissenting Share shall be converted into the right to receive the Consolidation Consideration in accordance with the provisions of this Article III.

  • Prior to the execution of this Agreement, the Company Board has received a written opinion from the Company Financial Advisor to the effect that as of the date hereof the Consolidation Consideration is fair to the holders of Company Common Stock from a financial point of view.

  • The exchange of Sunbelt Common Stock for the Consolidation Consideration shall take place as set forth in Section 1.11 of the Agreement.

  • If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Dissenting Shares held by such holder shall thereupon be treated as though such Dissenting Shares had been converted into the right to receive the aggregate Consolidation Consideration to which such holder would be entitled pursuant to Section 2.4(a) hereof.

  • Any portion of the Exchange Fund which remains undistributed to the former stockholders or warrant holders of SCVE for one (1) year after the Effective Time shall be delivered to Bancorp, upon demand, and any holders of SCVE Common Stock, SCVE Preferred Stock or Converted Warrants who have not theretofore complied with this Article II shall thereafter look only to Bancorp for payment of their claim for the Consolidation Consideration or Warrant Consideration, as applicable to which they might be entitled.

  • Subject to Section 2.2(e), each issued and outstanding share of Geon Common Stock (other than shares to be canceled in accordance with Section 2.1(a) or converted in accordance with Section 2.1(d)) will be converted into the right to receive two (the "Geon Exchange Ratio") fully paid and nonassessable Resulting Corporation Shares (the "Geon Consolidation Consideration," and together with the Hannx Xxxsolidation Consideration, the "Consolidation Consideration").

  • At the Effective Time, Parkvale or Parkvale Bank will have sufficient cash funds to pay the aggregate Consolidation Consideration and will use such funds for the payment of the Consolidation Consideration subject to the completion of the Transactions in accordance with the terms of this Agreement.

  • BOS and Bancorp shall have delivered to the Exchange Agreement for delivery to the holders of SCVE Common Stock, the holders of SCVE Preferred Stock, and the holders of Converted Warrants, the Consolidation Consideration and the Warrant Consideration in accordance with Section 2.2(a) not later than one (1) Business Day prior to the Closing Date.

  • Each share of Converted Company Common Stock, excluding (i) Treasury Stock and (ii) Dissenters’ Shares, issued and outstanding immediately prior to the Effective Time shall become and be converted into the right to receive the Consolidation Consideration.


More Definitions of Consolidation Consideration

Consolidation Consideration means $92.00, without interest, for each share of Masontown Common Stock that is outstanding immediately prior to the Effective Time (but excluding Dissenting Shares and Masontown-Owned Shares).
Sample 1
Consolidation Consideration means the aggregate of the Per Share Consolidation Consideration and the Per Share Preferred Stock Consolidation Consideration to be received by the holders of SCVE pursuant to this Agreement; in particular, it means the sum of (i) the product of (A) the Per Share Consolidation Consideration and (B) the aggregate number of shares of SCVE Common Stock converted into the right to receive the Per Share Consolidation Consideration pursuant to Section 2.1(b) hereof, plus (ii) the product of (X) the Per Share Preferred Stock Consolidation Consideration and (Y) the aggregate number of shares of SCVE Preferred Stock converted into the right to receive the Per Share Preferred Stock Consolidation Consideration pursuant to Section 2.1(e) hereof.
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Consolidation Consideration means $100 in cash, without interest, for each share of Converted Company Common Stock that is outstanding immediately prior to the Effective Time (but excluding Dissenting Shares and Treasury Stock).
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Consolidation Consideration shall have the meaning set forth in Section 2.6 of this Agreement.
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Related to Consolidation Consideration

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any Person or business and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Base Merger Consideration has the meaning set forth in Section 3.1(a).

  • Base Consideration is defined in Section 2.2.

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).