Amalgamation Consideration. Pursuant to the terms of this Agreement and the Amalgamation Agreement, at the Effective Time, by virtue of the Amalgamation and without any action on the part of the holder thereof:
Amalgamation Consideration. Each Company Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) shall be converted into the right to receive U.S.$22.52 in cash (without interest, subject to applicable withholding for Taxes, levies, imposts or other governmental charges) (the "Amalgamation Consideration"). At the Effective Time, the Company Shares shall no longer be issued and outstanding and each certificate (a "Certificate") representing any Company Shares (other than Excluded Shares) shall represent only the right to receive the Amalgamation Consideration. At the Effective Time, any Dissenting Shares shall be converted into only the right to receive the value thereof as appraised by the Supreme Court of Bermuda. For purposes of this Agreement, the term "Excluded Shares" means
(A) Company Shares that are owned by Parent, Amalgamation Sub or any other direct or indirect Subsidiary of Parent (not held on behalf of, or as security for obligations owed by, third parties), (B) Company Shares that are owned by any direct or indirect Subsidiary of the Company (not held on behalf of, or as security for obligations owed by, third parties) and (C) Company Shares ("Dissenting Shares") that are held by any registered holder (each, a "Dissenting Shareholder") that has properly dissented pursuant to Section 106(6) of the Companies Act.
Amalgamation Consideration. (a) Upon the terms and subject to the conditions hereof, the sum of Thirty-seven Million Dollars (US) ($37,000,000), which represents the aggregate unadjusted Amalgamation Consideration as reflected on Exhibit B attached hereto shall be payable and paid by Buyer or Amalco on the Closing Date by wire transfer in immediately available funds in accordance with GSC's written wire instructions. In the event of an increase in the Amalgamation Consideration pursuant to Section 3.3 hereof, the amount of such increase shall be paid by Buyer or Amalco by wire transfer in immediately available funds in accordance with GSC's written wire instructions within fifteen (15) days following the determination in accordance with Section 3.3 hereof of the amount of such increase. In the event of a reduction in the Amalgamation Consideration pursuant to Section 3.3 hereof, the amount of such reduction shall be paid by GSC by wire transfer in immediately available funds in accordance with Buyer's written wire instructions within fifteen (15) days following the determination in accordance with Section 3.3 hereof of the amount of such reduction.
(b) Notwithstanding the foregoing, if any increase in the Amalgamation Consideration becomes payable by Buyer or Amalco to Seller such that aggregate amount of the unadjusted Amalgamation Consideration and the increase exceeds the limit under the certificate pursuant to Section 116 of the Income Tax Act (Canada) most recently received by Seller and delivered by Seller to Buyer (which limit currently is the lesser of $55,904,000 (Cdn) and $40,000,000 (US)), then Buyer or Amalco shall pay 33 1/3% of the excess over the certificate limit to Clarx, Xxxxxx xx trust upon the terms set out herein and shall pay the balance of the increase in accordance with GSC's written wire instructions. Clarx, Xxxxxx xxxll hold any amount paid to it in trust until a certificate pursuant to Section 116 of the Income Tax Act (Canada) is delivered to Clarx, Xxxxxx xxxicating that no amount is payable by Seller on account of tax in respect of the increase in the Amalgamation Consideration. Upon receipt of such certificate, Clarx, Xxxxxx xxxll pay the amount held in trust, together with any income and interest earned on the amount held in trust, in accordance with GSC's written instructions. If such certificate is not received within 30 days of payment of any increase in the Amalgamation Consideration, Clarx, Xxxxxx xxxl pay the amount held in trust to the Receiver ...
Amalgamation Consideration. Pursuant to the Amalgamation, New PubCo shall issue, and the Company Shareholders collectively shall be entitled to receive, in accordance with Section 2.12 and the Plan of Arrangement, New PubCo Securities consisting of the Common Amalgamation Consideration.
Amalgamation Consideration. With effect on the Effective Date, the shares of Longtail comprised of 12,000 common shares, having a par value of $1.00 each, shall be cancelled without any repayment of capital in respect of those shares to Longtail. Provided however, Xxxx Xxxxx, as consideration for payments made under this agreement, for and on behalf of all Xxxxx Entities hereby agrees to forgive, discharge, and extinguish any and all Debt, as defined herein. In consideration of the forgiveness of the Debt, Longtail International shall pay Xxxx Xxxxx an amount equal to the assets listed on Exhibit B and any additional funds advanced by a Xxxxx Entity to run the day to day operations of Longtail after 7/31/07. No other shareholder of Longtail shall have any right in or to the consideration paid to Xx. Xxxxx. Longtail International shall pay the consideration as follows:
1. 80% of the consideration shall be paid within two business clays of the approval of the amalgamation by the Registrar of Companies.
2. The remaining 20% (the retained amount) shall be paid on or before September 30th, 2007 after the final review of the Balance Sheet has been completed by the Flagstone CFO. The intention of the retained amount is to allow Flagstone additional time to complete its review of the Balance Sheet. In the event that the CFO of Flagstone determines in his reasonable discretion, after consultation with Xxxx Xxxxx, that any financial asset included on the Balance Sheet is not collectable, such amount shall be deducted from the retained amount and to the extent that such amount is insufficient to repay Longtail International, Xx. Xxxxx shall pay Longtail. International an amount no greater than the full consideration paid pursuant to this paragraph 5.2. Provided however, in the event of a disagreement, above, Longtail International shall, in the event the parties cannot agree, assign any and all of its rights to collect such amounts to Xxxx Xxxxx. The Shareholders are parties to this agreement solely with respect to the acknowledgement of an agreement to thc payment obligations to Xx. Xxxxx and neither Shareholder, except as provided herein, makes any representations or warranties in this agreement except that they collectively own 100% or the authorized and outstanding share capital of Longtail.
Amalgamation Consideration. Subject to and in accordance with the procedures set forth in Section 1.7, each Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares (as defined below)) shall be converted into the right to receive the lesser of $18.75 in cash or, in the event the IPO (as defined in Section 3.14) closes, the Adjusted Amount (as defined in Section 3.14), in each case, without interest (the “Amalgamation Consideration”) and any holder of Shares shall look only to the Exchange Agent for such Amalgamation Consideration in accordance with Section 1.7. At the Effective Time, the Shares shall no longer be issued and outstanding and each certificate (a “Certificate”) representing any Shares (other than Excluded Shares) shall represent only the right to receive the Amalgamation Consideration, without interest thereon, subject to and in accordance with Section 1.7. For purposes of this Agreement, the term “Excluded Shares” means (A) Shares that are owned by Parent, Amalgamation Sub or any other direct or indirect Subsidiary (as defined in Section 2.1(a)) of Parent (not held on behalf of, or as security for obligations owed by, third parties), (B) Shares that are owned by the Company or any direct or indirect Subsidiary of the Company (not held on behalf of, or as security for obligations owed by, third parties), and (C) unvested Restricted Shares (as defined in Section 1.9(b)).
Amalgamation Consideration. “Amalgamation Consideration” shall have the meaning set forth in Section 2.3(a) of this Agreement.
Amalgamation Consideration. The Amalgamation Agreement provides that, at the Effective Time, each Genesis Common Share issued and outstanding immediately prior to the Effective Time (including any shares held by Genesis shareholders that do not vote in favor of the Amalgamation, but excluding any dissenting shares as to which appraisal rights have been exercised pursuant to Bermuda law), will be cancelled and converted into the right to receive for each Genesis Common Share one AerCap Common Share, subject to the treatment of any Genesis Share Option and Genesis Restricted Share as set forth in The Amalgamation Agreement—Treatment of Genesis Share Options and Other Genesis Equity Awards on page 90.
Amalgamation Consideration. Subject to Section 4.2, each share of the Common Stock, par value $1.50 per share, of the Company (the "Shares") issued and outstanding at the Effective Time (other than Shares owned by Parent, Amalgamation Sub or any other direct or indirect subsidiary of Parent (collectively, the "Parent Companies") or Shares that are owned by the Company or any direct or indirect subsidiary of the Company and in each case not held on behalf of third parties (collectively, "Excluded Shares") shall be converted into, and become exchangeable for (the "Amalgamation Consideration"), (i) $7.00 in cash (the "Cash Consideration") or (ii) 0.485 shares of Common Stock, without par value, of Parent (the "Parent Common Stock") (the "Stock Consideration"). At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and the global certificate (the "Certificate") held by Den norske Bank ("DNB"), from which the Shares are derived and registered in the computer securities registry ("VPS") in Oslo, shall thereafter represent only the right to receive the Amalgamation Consideration and the right, if any, to receive pursuant to Section 4.2(e) cash in lieu of fractional shares of Parent Common Stock into which such Shares have been converted pursuant to this Section 4.1(a) and any dividends or other distributions pursuant to Section 4.2(c). Parent agrees that it shall take such steps as may be necessary in order to (i) provide a dealing facility that will allow stockholders who would receive less than 200 shares of Stock Consideration to have those shares sold on their behalf without brokers' fees or other transaction costs and (ii) subject to compliance with VPS requirements, provide stockholders the opportunity to receive Cash Consideration in Norwegian Kroner, translated at the noon buying rate on the day on which payment is made and without deduction for any transaction costs.
Amalgamation Consideration. Each share of the Common Stock, par value $0.01 per share, of the Company (a “Share” and, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares owned by Parent, Amalgamation Sub or any other direct or indirect subsidiary of Parent or Shares that are owned by any direct or indirect subsidiary of the Company (each, an “Excluded Share” and collectively, “Excluded Shares”)) shall be converted into the right to receive, subject to any required withholding of taxes and without interest, an amount in cash equal to $11.55, subject to appropriate adjustment for any dividend of Shares, subdivision, reclassification, recapitalization, split, combination or exchange with respect to the Shares occurring after the date hereof and before the Effective Time (the “Amalgamation Consideration”). At the Effective Time, all Shares shall no longer be outstanding and shall be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Amalgamation Consideration for each Share formerly represented thereby.
