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. 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 $18.75 in cash or, in the event the IPO (as defined in Section 3.14) closes, the Adjusted Amount (as defined in Section 3.14), in each case, without interest (the “Amalgamation Consideration”) and any holder of Shares shall look only to the Exchange Agent for such Amalgamation Consideration in accordance with Section 1.7. At the Effective Time, the Shares shall no longer be issued and outstanding and each certificate (a “Certificate”) representing any Shares (other than Excluded Shares) shall represent only the right to receive the Amalgamation Consideration, without interest thereon, subject to and in accordance with Section 1.7. For purposes of this Agreement, the term “Excluded Shares” means (A) Shares that are owned by Parent, Amalgamation Sub or any other direct or indirect Subsidiary (as defined in Section 2.1(a)) of Parent (not held on behalf of, or as security for obligations owed by, third parties), (B) Shares that are owned by the Company or any direct or indirect Subsidiary of the Company (not held on behalf of, or as security for obligations owed by, third parties), and (C) unvested Restricted Shares (as defined in Section 1.9(b)).
Amalgamation Consideration. Each Common Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) shall be converted into the right to receive U.S.$ 2.80 in cash (without interest, subject to applicable withholding for Taxes, levies, imposts or other governmental charges) (the “Amalgamation Consideration”). At the Effective Time, the Common Shares shall be cancelled and each certificate (a “Certificate”) representing any Common Shares (other than Excluded Shares) shall represent only the right to receive the Amalgamation Consideration issuable in respect of such Common Shares. 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 pursuant to Section 106 of the Companies Act. For purposes of this Agreement, the term “Excluded Shares” means (i) Common 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), (ii) Common 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 (iii) Common 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. “Amalgamation Consideration” shall have the meaning set forth in Section 2.3(a) of this Agreement.
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. (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.
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
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.
Amalgamation Consideration. As consideration for the Amalgamation, the SPAC shall issue, and the Company Securityholders collectively shall be entitled to receive, in accordance with Section 1.13, AB PubCo Securities consisting of 12,528,000 AB PubCo Common Shares (such aggregate number of AB PubCo Common Shares, the “Shareholder Amalgamation Consideration”), in addition to the Converted Options and Converted Warrants and the Amended Debentures (collectively, the “Amalgamation Consideration”).
Amalgamation Consideration. As consideration for the Amalgamation, Spinco shall issue, and the Company Securityholders collectively shall be entitled to receive, in accordance with Section 1.13, an amount of Spinco Common Shares, including those underlying the Converted Options and Converted Warrants, equal to the Amalgamation Consideration.
