Base Merger Consideration. (a) For purposes of this Agreement, the "Base Merger Consideration" ------------------------- shall be $26,250,000, as adjusted pursuant to this Section 2.2 and Section 3.1. Of the Base Merger Consideration, $13,125,000 shall be paid in cash at Closing (as defined in Section 4.1) in immediately available funds. The remaining $13,125,000 of the Base Merger Consideration shall be paid at Closing in shares of CCC Common Stock valued at a price per share (the "Merger Price") equal to ------------ the sum of (i) the closing price of CCC Common Stock on January 29, 1998, plus (ii) the closing price of CCC Common Stock on the last trading day prior to the Closing Date, plus (iii) the "Interim Period Average" (as such term is defined ---------------------- below), divided by 3. Interim
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Consolidation Capital Corp)
Base Merger Consideration. (a) For purposes of this Agreement, the "Base Merger Consideration" ------------------------- shall be $26,250,00033,138,000, as adjusted pursuant to this Section 2.2 and Section 3.1. Of the Base Merger Consideration, $13,125,000 16,569,000 shall be paid in cash at Closing (as defined in Section 4.1) in immediately available funds. The remaining $13,125,000 16,569,000 of the Base Merger Consideration shall be paid at Closing in shares of CCC Common Stock valued at a price per share (the "Merger Price") equal to ------------ the sum of (i) the closing price of CCC Common Stock on January 29, 1998, plus (ii) the closing price of CCC Common Stock on the last trading day prior to the Closing Date, plus (iii) the "Interim Period Average" (as such term is defined ---------------------- below), divided by 3. Interim
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Consolidation Capital Corp)
Base Merger Consideration. (a) For purposes of this Agreement, the "Base Merger Consideration" ------------------------- shall be $26,250,0005,734,260, as adjusted pursuant to this Section 2.2 and Section 3.1. Of the Base Merger Consideration, $13,125,000 2,867,130 shall be paid in cash at Closing (as defined in Section 4.1) in immediately available funds. The remaining $13,125,000 2,867,130 of the Base Merger Consideration shall be paid at Closing in shares of CCC Common Stock valued at a price per share (the "Merger Price") equal to ------------ the sum of (i) the closing price of CCC Common Stock on January 29, 1998, plus (ii) the closing price of CCC Common Stock on the last trading day prior to the Closing Date, plus (iii) the "Interim Period Average" (as such term is defined ---------------------- below), divided by 3. Interim
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Consolidation Capital Corp)
Base Merger Consideration. (a) For purposes of this Agreement, the "Base Merger Consideration" ------------------------- shall be $26,250,0006,865,740, as adjusted pursuant to this Section 2.2 and Section 3.1. Of the Base Merger Consideration, $13,125,000 3,432,870 shall be paid in cash at Closing (as defined in Section 4.1) in immediately available funds. The remaining $13,125,000 3,432,870 of the Base Merger Consideration shall be paid at Closing in shares of CCC Common Stock valued at a price per share (the "Merger Price") equal to ------------ the sum of (i) the closing price of CCC Common Stock on January 29, 1998, plus (ii) the closing price of CCC Common Stock on the last trading day prior to the Closing Date, plus (iii) the "Interim Period Average" (as such term is defined ---------------------- below), divided by 3. Interim
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Consolidation Capital Corp)
Base Merger Consideration. (a) For purposes of this Agreement, the "Base Merger Consideration" ------------------------- shall be $26,250,00032,550,000, as adjusted pursuant to this Section 2.2 and Section 3.1. Of the Base Merger Consideration, $13,125,000 16,275,000 shall be paid in cash at Closing (as defined in Section 4.1) in immediately available funds. The remaining $13,125,000 16,275,000 of the Base Merger Consideration shall be paid at Closing in shares of CCC Common Stock valued at a price per share (the "Merger Price") equal to ------------ the sum of (i) the closing price of CCC Common Stock on January 29, 1998, plus (ii) the closing price of CCC Common Stock on the last trading day prior to the Closing Date, plus (iii) the "Interim Period Average" (as such term is defined ---------------------- below), divided by 3. Interim
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Consolidation Capital Corp)
Base Merger Consideration. (a) For purposes of this Agreement, the "Base Merger Consideration" ------------------------- shall be $26,250,000, as adjusted pursuant to this Section 2.2 and Section 3.170,000,000. Of the Base Merger Consideration, $13,125,000 35,000,000 shall be paid in cash at Closing (as defined in Section 4.1) in immediately available funds. The remaining $13,125,000 35,000,000 of the Base Merger Consideration shall be paid at Closing in shares of CCC Common Stock valued at a price per share of $23.00 (the "Merger Price") which the parties hereto irrevocably agree is equal to ------------ the sum of (i) the closing price of CCC Common Stock on January 29February 19, 1998, plus (ii) the closing price of CCC Common Stock on the last trading day prior to the Closing DateMarch 5, 1998, plus (iii) the "Interim Period Average" (as such term is defined ---------------------- below), divided by 3. Interim----------------------
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Consolidation Capital Corp)
Base Merger Consideration. (a) For purposes of this Agreement, the "Base Merger Consideration" ------------------------- shall be $26,250,00019,950,000, as adjusted pursuant to this Section 2.2 and Section 3.1. Of the Base Merger Consideration, $13,125,000 6,982,500 shall be paid in cash at Closing (as defined in Section 4.1) in immediately available funds. The remaining $13,125,000 12,967,500 of the Base Merger Consideration shall be paid at Closing in shares of CCC Common Stock valued at a price per share (the "Merger Price") equal to ------------ the sum of (i) the closing price of CCC Common Stock on January 29, 1998, plus (ii) the closing price of CCC Common Stock on the last trading day prior to the Closing Date, plus (iii) the "Interim Period Average" (as such term is defined ---------------------- below), divided by 3. Interim
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Consolidation Capital Corp)