Maximum Merger Consideration. For the avoidance of doubt: (A) Subject to Section 4.5, the Mixed Election Cash Consideration shall not exceed (1) in the event that Parent shall not have made the Cash Top-Up Election, $63.00 or (2) in the event that Parent shall have made the Cash Top-Up Election, $66.38; and (B) The aggregate amount of cash paid (not including cash paid pursuant to Section 4.2(e)), and the aggregate number of shares of Series C Common Stock issued, to all of the holders of Shares pursuant to this Section 4.1(a) shall not exceed the aggregate amount of cash that would have been paid, and the aggregate number of shares of Series C Common Stock that would have been issued, to all of the holders of Shares had the Mixed Election been made with respect to each Share.
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Merger Agreement (Scripps Networks Interactive, Inc.), Merger Agreement (Discovery Communications, Inc.)
