Consideration Election and Exchange Procedures Sample Clauses

Consideration Election and Exchange Procedures. Section 2.1 Aggregate Consideration Aggregate Consideration. As described herein, the Merger Consideration payable with respect to each share of Holdings Common Stock shall be either: (i) cash (“Per Share Cash Consideration”) or (ii) the number of shares of OLB Common Stock equal to the Exchange Ratio (“Per Share Common Stock Consideration”). The Per Share Cash Consideration together with the Per Share Common Stock Consideration shall comprise the total consideration to be paid in the Merger (the “Aggregate Consideration”). Section 2.2 Aggregate Cash Consideration and Per Share Cash Consideration.
Consideration Election and Exchange Procedures. Section 2.1 Aggregate Cash Consideration and Per Share Cash Consideration. Each RBI Common Stockholder who owns a Cash Election Share (that is not reallocated as a Common Stock Election Share pursuant to Section 2.5(e)(i)(B)) will receive in the Merger cash equal to $12.68 in exchange for each such share (the “Per Share Cash Consideration”). The number of Cash Election Shares plus the number of Objecting RBI Shares shall, in the aggregate, equal no more than 50% of the shares of RBI Common Stock outstanding as of the Effective Time, as further described in Section 2.5(e)(i) hereof. For purposes of this Agreement, the “Aggregate Cash Consideration” shall be an amount equal to (i) the sum of the number of Cash Election Shares and the number of Objecting RBI Shares, multiplied by (ii) $12.68. Section 2.2 Aggregate Common Stock Consideration and Per Share Common Stock Consideration; Merger Consideration; Aggregate Consideration. Each RBI Common Stockholder who owns a Common Stock Election Share (that is not reallocated as a Cash Election Share pursuant to Section 2.5(e)(ii)(C)) will receive in the Merger 0.7718 shares of OLB Common Stock in exchange for each such share (the “Per Share Common Stock Consideration”). The number of Common Stock Election Shares shall equal the number of shares of RBI Common Stock outstanding as of the Effective Time less the sum of the Cash Election Shares and the Objecting RBI Shares. The Per Share Cash Consideration and the Per Share Common Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” The Aggregate Common Stock Consideration is the aggregate number of shares of OLB Common Stock issuable pursuant to the first paragraph of this Section 2.2. The Aggregate Cash Consideration together with the Aggregate Common Stock Consideration is referred to herein as the “Aggregate Consideration.”
Consideration Election and Exchange Procedures. Section 2.1 Aggregate Consideration; Potential Adjustments
Consideration Election and Exchange Procedures. 1 Section 2.1 Merger Consideration. 1 Section 2.2 OLB Common Stock. 1 Section 2.3 Fractional Shares. 1 Section 2.4 Objecting DCB Common Stockholders. 1 Section 2.5 Exchange Fund; Exchange of DCB Certificates. 1 Section 2.6 Anti-Dilution Provisions. 1 Section 2.7 Other Matters. 1
Consideration Election and Exchange Procedures. Section 2.01 Sterling Common Stock.
Consideration Election and Exchange Procedures. Section 2.1 Merger Consideration.
Consideration Election and Exchange Procedures