Preferred Share Merger Consideration definition

Preferred Share Merger Consideration means the allocation of the Merger Consideration among the Preferred Shares as determined in accordance with the Per Share Payment Schedule.

Preferred Share Merger Consideration shall equal (A) the Bridge Loan Balance, plus (B) the FrontLine Preferred Amount, plus (C) the FrontLine Preferred Dividend Amount. The Preferred Conversion Ratio and the total Preferred Merger Shares shall be adjusted as follows: (X) in the event that the Average Announcement Price is greater than 120% of the Average LOI Price, then (x) the Preferred Conversion Ratio shall equal (I) the product of 120% multiplied by the Preferred Share Merger Consideration, divided by the Average Announcement Price, divided by (II) the total number of FrontLine Preferred Shares, and (y) the total Preferred 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 Preferred Conversion Ratio shall equal (I) the product of 80% multiplied by the Preferred Share Merger Consideration, divided by the Average Announcement Price, divided by (II) the total number of FrontLine Preferred Shares (b) the total Preferred Merger Shares shall equal the result of the formula set forth in the foregoing clause (a)(I).

Preferred Share Merger Consideration means the par value of one Preferred Share together with all cumulated, accrued and unpaid dividends thereon.

Examples of Preferred Share Merger Consideration in a sentence

• Thereafter, holders of shares of Common Stock and Series A Convertible Preferred Stock shall look only to Parent (subject to the terms of this Agreement) as a general creditor for payment of the Merger Consideration or Preferred Share Merger Consideration, as the case may be, without interest, upon the surrender of any Common Stock Certificates or Book Entry Shares held by them.

• The issuance or payment of the Per Preferred Share Merger Consideration in accordance with this Agreement shall be deemed issued and paid in full satisfaction of all rights pertaining to such Company Series A Preferred Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(g)).

• At or before the Closing, Parent or Sub shall deposit (or cause to be deposited) with the Paying Agent cash in an aggregate amount sufficient to pay the aggregate Merger Consideration for all shares of Common Stock and the aggregate Preferred Share Merger Consideration for all shares of Series A Convertible Preferred Stock (such amounts, the “Exchange Fund”).

• Prior to the Company Merger Effective Time, Parent shall (i) designate a number of shares of Parent Preferred Stock as the New Parent Preferred Stock sufficient to enable Parent to satisfy the Preferred Share Merger Consideration and (ii) adopt and file Articles Supplementary substantially in the form of Exhibit A attached hereto (the “Articles Supplementary”), setting forth the terms of the New Parent Preferred Stock.

• At the Merger Effective Time, Parent will have sufficient funds, in cash, to pay the Company Common Share Merger Consideration, Company Preferred Share Merger Consideration, Option Merger Consideration and Common Unit Consideration, and any other amounts payable by Parent under this Agreement, together with all fees and expenses of Parent incurred in connection with any of the Merger Transactions and to effect the Merger and the Contemplated Transactions.

• At the Merger Effective Time, Parent shall, or shall cause any of the Acquired Companies to, deposit with the Paying Agent cash in an amount necessary to pay all of the Company Common Share Merger Consideration, Company Preferred Share Merger Consideration, Option Merger Consideration and Common Unit Consideration.

• If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Company Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration or the Preferred Share Merger Consideration, as the case may be, without any interest thereon.

• Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make delivery of the Merger Consideration, including payment of the Fractional Share Consideration, the Series I Preferred Share Merger Consideration and the Series J Preferred Share Merger Consideration, and any amounts payable in respect of dividends or other distributions on Parent Common Shares in accordance with Section 2.9(f), out of the Exchange Fund in accordance with this Agreement.

• Parent shall have delivered to the Paying Agent the aggregate Merger Consideration and aggregate Preferred Share Merger Consideration as required by Section 2.2 of this Agreement.

• The Parent Series C Preferred Stock constituting the Per Preferred Share Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Preferred Stock or is otherwise required under applicable Law.

More Definitions of Preferred Share Merger Consideration

Preferred Share Merger Consideration shall have the meaning set forth in the Termination Agreement.

Preferred Share Merger Consideration means the sum of the Aggregate Preferred Accreted Value plus the Aggregate Preferred Participation Amount.

Preferred Share Merger Consideration means the sum of (i) the Initial Preferred Share Closing Payment, payable in cash at the Closing, (ii) the sum of (A) the Initial Escrow Payment and (B) the Company Adjustment Payment multiplied by the number of Common Shares into which each Preferred Share is convertible immediately prior to the Effective Time, payable in cash on the Initial Escrow Payment Date, and (iii) the Additional Payment multiplied by the number of Common Shares into which each Preferred Share is convertible immediately prior to the Effective Time, payable in the manner, and subject to the restrictions, specified in Section 3.06(c) on the Additional Payment Date.

Preferred Share Merger Consideration has the meaning set forth in Section 2.7(c). Table of Contents