Maximum Cash Consideration Sample Clauses
Maximum Cash Consideration. (a) If a Scheme Shareholder elects to receive Maximum Cash Consideration:
(i) if the Available Cash Consideration is not required by clause 5.2(b) to be pro rated amongst Scheme Shareholders who elect Maximum Cash Consideration, the Scheme Shareholder will be entitled to receive the Cash Amount per Scheme Share held by that Scheme Shareholder at the Record Date; and
(ii) if the Available Cash Consideration is required by clause 5.2(b) to be pro rated amongst Scheme Shareholders who elect Maximum Cash Consideration, the Scheme Shareholder will be entitled to receive (in aggregate) for the Scheme Shares held by that Scheme Shareholder at the Record Date, consideration comprising the cash component and the scrip component calculated below:
(A) (cash component): the Cash Amount per Scheme Share in respect of a number of its Scheme Shares calculated as follows (which may include any fraction of a Scheme Share arising from the calculation): (A x B) Where:
(B) (scrip component): the Scrip Amount of APA Securities per Scheme Share, in respect of the balance of its holding of Scheme Shares (which balance may include any fraction of a Scheme Share arising from the creation of a fraction under sub-paragraph (A)).
(b) For the purpose of this clause 5.2, the Available Cash Consideration is required to be pro rated amongst Scheme Shareholders who elect Maximum Cash Consideration if the amount determined by multiplying the Cash Amount by the total number of Scheme Shares held at the Record Date by all Scheme Shareholders who elect Maximum Cash Consideration exceeds the Available Cash Consideration.
Maximum Cash Consideration. If a Proposal Participant makes a Maximum Cash Election, the Proposal Participant will be entitled to receive for each Target Security held by that Proposal Participant at the Record Date:
(a) if the Available Cash Consideration is not required by clause 4.5(c) to be pro rated amongst Target Securityholders who make a Maximum Cash Election, the Implied Announcement Value in cash per Target Security; and
(b) if the Available Cash Consideration is required by clause 4.5(c) to be pro rated amongst Proposal Participants who make a Maximum Cash Election:
(i) an amount of cash per Target Security calculated as follows: A ÷ B Where: A = the Available Cash Consideration; B = the total number of Target Securities held at the Record Date by all Proposal Participants who make a Maximum Cash Election; and
(ii) a number of DEXUS Property Group Securities per Target Security calculated as follows: (Implied Announcement Value – X) ÷ Y Where: X = the amount of cash per Target Security determined in accordance with clause 4.5(b)(i); and Y = the DEXUS Reference Price of a DEXUS Property Group Security.
(c) For the purpose of this clause 4.5, the Available Cash Consideration is required to be pro-rated amongst the Proposal Participants who make a Maximum Cash Election if the amount determined by multiplying the Implied Announcement Value by the total number of Target Securities held by all Proposal Participants making a Maximum Cash Election exceeds the Available Cash Consideration.
Maximum Cash Consideration. The amount of cash distributed as part of the Total Consideration shall not exceed 45.0% of the Total Consideration (the “Maximum Cash Consideration”). To the extent the Merger Consideration Election Forms returned by Company Stockholders in the aggregate represent elections to receive an amount in cash in excess of the Maximum Cash Consideration less the aggregate amount of cash payable to Unaccredited Stockholders pursuant to Section 1.7(a)(ii) and to Company Optionholders pursuant to Sections 1.7(b)(i)(B) and 1.7(b)(i)(C) (the “Maximum Cash Threshold Amount”), such Company Stockholders shall only have the right to receive cash as follows:
(i) Each Company Stockholder (other than the Unaccredited Stockholders) making an election to receive the Cash Election Shares or the Series B Cash Election Shares, as applicable, shall have the right to receive an amount of cash consideration equal to the product obtained by multiplying (x) such Company Stockholder’s Pro Rata Share by (y) the Maximum Cash Threshold Amount (the positive difference between such cash amount and the total cash amount elected by a Company Stockholder in such Company Stockholder’s Merger Consideration Election Form, the “Cash Cutback”); provided that if and to the extent that any such Company Stockholder is subject to a Cash Cutback, such Company Stockholder shall be issued a number of shares of Parent Common Stock representing cash value equivalent to the amount of such Cash Cutback (based on the Parent Trading Price) in order to ensure that the total value of the cash and the value of Parent Common Stock so issued to such Company Stockholder as deal consideration, taken together, equals the aggregate amount of value that such Company Stockholder would otherwise be entitled to receive pursuant to Sections 1.7(a)(i), 1.7(a)(iii) or 1.7(a)(iv), as applicable.
(ii) If the amount of cash distributed pursuant to Sections 1.7(a)(i), 1.7(a)(iii) and 1.7(a)(iv) is less than the Maximum Cash Threshold Amount, then each Company Stockholder (other than the Unaccredited Stockholders) making an election to receive the Cash Election Shares or the Series B Cash Election Shares, as applicable, shall have the right to receive an additional amount of cash consideration based on such Company Stockholder’s Pro Rata Share until the first to occur of the following: (x) such Company Stockholder has received all consideration such Company Stockholder is entitled to receive pursuant to Sections 1.7(a)(i), 1.7(a)(i...
Maximum Cash Consideration. Notwithstanding anything to the contrary contained in this Agreement, the Company’s Organizational Documents or any contract governing the rights of any Holder, in no event shall the aggregate cash consideration paid by Buyer to the Holders pursuant to this Agreement exceed the Aggregate Purchase Price and the Closing Cash Amount.
Maximum Cash Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate Cash Consideration payable to the Company Equityholders exceed an amount equal to fifty percent (50%) of the Aggregate Merger Consideration (the “Maximum Cash Amount”), plus any Adjustment Amount. For the avoidance of doubt, in the event that the number of Company Equityholders that are Non-Accredited Holders (including any Company Equityholders treated as such due to a failure to timely deliver an Investor Certification Form as provided in Section 2.9(a)(ii) below) would otherwise result in the payment of Cash Consideration in excess of the Maximum Cash Amount, the Cash Consideration to be paid to each Accredited Holder shall be decreased on a pro rata basis to cause payment of only the Maximum Cash Amount, and the Stock Consideration to be paid to each Accredited Holder shall be proportionally increased on a pro rata basis; all adjustments made in accordance with the provisions of this Section 2.8 shall be made on a pro rata basis based on the shares of Company Capital Stock and Company Vested Options held.”
Maximum Cash Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate Cash Consideration payable to the Company Equityholders exceed an amount equal to fifty percent (50%) of the Aggregate Merger Consideration (the “Maximum Cash Amount”), plus any Adjustment Amount. For the avoidance of doubt, in the event that the number of Company Equityholders that are Non-Accredited Holders (including any Company Equityholders treated as such due to a failure to timely deliver an Investor Certification Form as provided in Section 2.8(a)(ii) below) would otherwise result in the payment of Cash Consideration in excess of the Maximum Cash Amount, the Base Cash Consideration shall be reduced to cause payment of only the Maximum Cash Amount, and the Base Stock Consideration shall be increased to those Company Equity Holders that are Accredited Holders; all adjustments made in accordance with the provisions of this Section 2.7(d) shall be made on a pro rata basis based on the shares of Company Capital Stock and Company Vested Options held.