Preferred Stock Consideration definition

Preferred Stock Consideration shall have the meaning set forth in Section 1.03.

Preferred Stock Consideration means the amount of $25.00 plus all accumulated and unpaid accrued dividends to, but not including, the Closing Date, per share of Company Preferred Stock.

Preferred Stock Consideration has the meaning set forth in Section 1.7 hereof.

Examples of Preferred Stock Consideration in a sentence

• At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent the aggregate Merger Consideration and aggregate Series A Preferred Stock Consideration to which holders of Shares and holders of Preferred Shares shall be entitled at the Effective Time pursuant to this Agreement.

• Payment of the Merger Consideration or the Series A Preferred Stock Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered.

• Parent may, in its reasonable discretion and as a condition precedent to the payment of such Merger Consideration or the Series A Preferred Stock Consideration, as applicable, require the owners of such lost, stolen or destroyed Certificates to deliver a bond in a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, Merger Sub, the Surviving Corporation or the Paying Agent with respect to the Certificates alleged to have been lost, stolen or destroyed.

• In the event that any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the Merger Consideration or the Series A Preferred Stock Consideration, as applicable payable in respect thereof pursuant to Section 2.1(a) or Section 2.1(d), as applicable.

• Each of Parent and Merger Sub acknowledges that the obligations of Parent and Merger Sub under this Agreement are not contingent upon or subject to any conditions regarding Parent’s and Merger Sub’s ability to obtain financing for the consummation of the transactions contemplated by this Agreement (including payment of the Preferred Stock Consideration or the repayment or refinancing of any indebtedness referred to in the preceding sentence).

More Definitions of Preferred Stock Consideration

Preferred Stock Consideration has the meaning ascribed there to in Section 2.4(d)

Preferred Stock Consideration shall be an amount equal to the product of (x) the number of Preferred Shares issued and outstanding on the Closing Date and (y) the sum of the Series A Redeemable Liquidation Preference (as defined in the Certificate of Designations) plus all accrued and unpaid dividends on the Preferred Shares as of Closing.

Preferred Stock Consideration means, collectively, the Series A Preferred Stock Consideration, the Series B Preferred Stock Consideration, the Series B1 Preferred Stock Consideration, the Series C Preferred Stock Consideration, the Series D Preferred Stock Consideration and the Series E Preferred Stock Consideration.

Preferred Stock Consideration means those shares of Series E Preferred Stock issued to Seller as part of the Purchase Price pursuant to Section 2.3.

Preferred Stock Consideration is defined in Section 4.1(h).

Preferred Stock Consideration means, at any given time, all amounts then required to pay in full and extinguish the 2% Cumulative Preferred Stock of US Holdco then outstanding (including any accrued but unpaid dividends thereon).

Preferred Stock Consideration means $100.00, plus the amount per share of all accrued and unpaid dividends on the Preferred Stock to the Closing Date.