Series D Merger Consideration definition

Series D Merger Consideration means with respect to each issued and outstanding share of Company Series D Stock, at the option of the holder thereof, the U.S. dollar cash amount that would be payable to the holder of such share of Company Series D Stock pursuant to (i) Section 4(a) of the Certificate of Designation of the Company Series D Stock upon a Liquidation Event (as defined therein), or (ii) Section 7(c)(vi) of the Certificate of Designation of the Company Series D Stock.

Series D Merger Consideration means the quantity Applicable Merger Consideration, multiplied by a fraction which is equal to (a) the Series D Preference Amount, divided by (b) the Total Preference Amount (subject to escrow withholding).

Series D Merger Consideration means (a) cash in an amount determined by dividing (i) the Aggregate Series D Cash Merger Consideration by (ii) the Series D Common Stock Outstanding, and (b) the number of Parent Class D Shares determined by dividing (i) the Aggregate Series D Stock Merger Consideration by (ii) the Series D Common Stock Outstanding.

Examples of Series D Merger Consideration in a sentence

• No interest shall be paid or shall accrue on any Common Merger Consideration or Series D Merger Consideration, as the case may be, payable upon the surrender of any Certificate.

• Until so surrendered, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing Shares held by the Purchaser or in the treasury of the Company) shall represent solely the right to receive the aggregate Common Stock Merger Consideration or Series D Merger Consideration, as the case may be, relating thereto.

• The Exchange Agent shall make payments of the Merger Consideration, the Series B Merger Consideration, the Series D Merger Consideration and the Partnership Merger Consideration out of the Exchange Fund in accordance with this Agreement, the Articles of Merger, the LLC Certificate of Merger and the LP Certificate of Merger.

• Prior to the Effective Time, Parent shall select a bank or trust company to act as the Paying Agent for the payment of Common Merger Consideration or Series D Merger Consideration, as the case may be, upon surrender of Certificates.

• None of Purchaser, Purchaser Acquisition Entity, Purchaser Acquisition LP, the Surviving Entity or the Surviving Partnership shall be liable to any holder of AMLI Common Shares, Preferred Shares or LP Units for any part of the Merger Consideration, Series B Merger Consideration, Series D Merger Consideration or Partnership Merger Consideration, as applicable, delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, in any case pursuant to the DGCL, its shares of Company Common Stock or Company Preferred Stock shall be deemed to be converted as of the Effective Time into the right to receive the Common Stock Merger Consideration, Series B Merger Consideration or Series D Merger Consideration, as applicable for each such share, without interest, subject to the terms of this Article 2.

• The parties acknowledge that the Company shall elect to adopt a plan of recapitalization (the "Recapitalization"), pursuant to which, among other things, the outstanding shares of Series C Preferred shall generally be converted into the right to receive Series C Merger Consideration and the outstanding shares of Series D Preferred shall generally be converted into the right to receive Series D Merger Consideration.

• At the Effective Time, each share of Series D Preferred issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section 2.8(a), an amount of cash (without interest) equal to the Per Share Series D Merger Consideration.

• The Series H Merger Consideration, together with the Series A Merger Consideration, the Series B Merger Consideration, the Series C Merger Consideration, the Series D Merger Consideration, the Series F Merger Consideration, the Series G Merger Consideration and the Series H Merger Consideration, is sometimes hereinafter collectively referred to as the “Preferred Merger Consideration”.

• The parties acknowledge that the Company shall elect to adopt a plan of recapitalization (the "RECAPITALIZATION"), pursuant to which, among other things, the outstanding shares of Series C Preferred shall generally be converted into the right to receive Series C Merger Consideration and the outstanding shares of Series D Preferred shall generally be converted into the right to receive Series D Merger Consideration.

More Definitions of Series D Merger Consideration

Series D Merger Consideration means the $10.00, as adjusted pursuant to Section 2.06(h).

Series D Merger Consideration means the amount of the Closing Loans; and the "SERIES D MERGER CONSIDERATION PER SHARE" shall mean the Series D Merger Consideration divided by the number of issued and outstanding shares of Series D Premiere Shares at the Merger Time.

Series D Merger Consideration shall have the meaning given to such term in Section 2.1(a)(ii)(F) or Section 2.1(a)(iii)(F), as applicable.

Series D Merger Consideration has the meaning specified in Section 3.1(b).

Series D Merger Consideration means with respect to each issued and outstanding share of Company Series D Stock, at the option of the holder thereof, the U.S. dollar cash amount that would be payable to the holder of such share of Company Series D Stock pursuant to (i) Section 4(a) of the Certificate ofDesignation of the Company Series D Stock upon a Liquidation Event (as defined therein), or (ii) Section 7(c)(vi) of the Certificate of Designation of the Company Series D Stock.