Preferred Merger Consideration definition

Preferred Merger Consideration shall have the meaning set forth in Section 3.1(c).

Preferred Merger Consideration has the meaning assigned in Section 2.14(c).

Preferred Merger Consideration means an amount per share equal to either the Preferred Conversion Value or the Preferred Redemption Value, as determined in accordance with Section 2.02(c) of this Agreement.

Examples of Preferred Merger Consideration in a sentence

• If, after the First Effective Time, any such holder fails to perfect oreffectively withdraws or loses such rights, such Dissenting Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the First Effective Time, the right to receive the Merger Consideration or the Preferred Merger Consideration, as applicable, without any interest thereon, in accordance with Section 2.1(a).

• The Parties, their respective Affiliates and the Exchange Agent, as applicable, shall be entitled to deduct and withhold from the Merger Consideration, the Fractional Share Consideration and the Preferred Merger Consideration, as applicable (and any other consideration otherwise payable pursuant to this Agreement or deemed paid for Tax purposes), such amounts as it is required to deduct and withhold with respect to such payments under the Code or any other provision of state, local or foreign Law.

• For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor.

• The calculations set forth in the Final Merger Consideration Certificate of the (A) Per Share Series A Preferred Merger Consideration, (B) Per Share Series B Preferred Merger Consideration, (C) Per Share Series C Preferred Merger Consideration, (D) Per Share Common Merger Consideration and (E) the Option and Warrant Merger Consideration, and the amounts payable in accordance thereof, will be binding and will be used for all purposes of this Agreement.

• None of the MAA Parties, the Post Parties, the Exchange Agent, or any employee, officer, director, agent or Affiliate thereof, shall be liable to any person in respect of the Merger Consideration or the Preferred Merger Consideration, as applicable, if the Exchange Fund has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

More Definitions of Preferred Merger Consideration

Preferred Merger Consideration means the amount of cash the right to receive which a Preferred Share shall be converted into at the Effective Time pursuant to Section 2.1(c).

Preferred Merger Consideration has the meaning set forth in Section 3.1(a)(ii)(B). “Preferred Stockholder Approval” has the meaning set forth in Section 4.4(c). “Preferred Stockholder Written Consent” has the meaning set forth in Section 4.4(d).

Preferred Merger Consideration is defined in Section 1.6(a)(i).

Preferred Merger Consideration means, subject to Section 2.4 below, (A) a cash payment equal to the product of (1) the cash portion of the Merger Consideration and (2) 1.7094 and (B) a number of fully paid and nonassessable shares of Parent Common Stock equal to the product of (1) the Conversion Number and (2) 1.

Preferred Merger Consideration means an amount per share of Company Preferred Stock equal to $1719.70.

Preferred Merger Consideration means an amount per share of Company Preferred Stock equal to $1590.91.

Preferred Merger Consideration means the Accreted Value divided by the number of shares of Company Preferred Stock outstanding on the Closing Date (the “Total Preferred Share Number”).