Offer Consideration. 2.2.1 The consideration offered for the Company Shares in the Offer will be a cash consideration in the amount of EUR 39 per Company Share, without interest (the "Offer Consideration"), subject to any increases made either voluntarily or as required in accordance with the provisions of the German Takeover Act (including any claims under Section 31 (3) through (6) German Takeover Act) and the Exchange Act.
2.2.2 In the event that, during the period between the date of this Agreement and the end of the Additional Acceptance Period, the number of outstanding Company Shares is changed into a different number of Company Shares as a result of a reclassification, stock split, including a reverse stock split, capital increase through company funds, stock dividend or distribution, recapitalization or other similar transaction, then the Offer Consideration and any other amounts payable pursuant to this Agreement shall be equitably adjusted, without duplication, to reflect such change; provided, that, in any case, nothing in this clause 2.2.2 shall be construed to permit the Company to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement.
2.2.3 In compliance with the terms and conditions of this Agreement and applicable Law, including the requirements of the German Takeover Act as well as the German Takeover Regulation, and subject to the prior satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law) of the Offer Conditions, each Company Share validly tendered into the Offer and not properly withdrawn during the Acceptance Period and the Additional Acceptance Period shall be exchanged for the Offer Consideration at the Settlement Date.
Offer Consideration. Upon the terms and subject to the conditions of the Offer, the Offer shall commit Purchaser to acquire each Tendered Share for, at the election of the holder but subject to the limitations set forth in this Article I, either:
(a) 1. 3772 validly issued, fully paid and nonassessable common shares without nominal or par value ("PURCHASER SHARES") of Purchaser, subject to any adjustments in accordance with Section 1.5(e) (the "SHARE CONSIDERATION"); or
Offer Consideration. Section 1.2(b) Offer Documents........................................................................................... Section 1.7(c) Other Party.............................................................................................. Section 7.11(f) Person....................................................................................................Section 7.11(g) Philips Trademarks........................................................................................ Section 5.8(a) Process Agent................................................................................................ Section 7.9 Purchaser Disclosure Schedule................................................................................ Section 3.3 Purchaser........................................................................................................
Offer Consideration. Preamble............................................1
Offer Consideration. The Buyer and the Offering Subsidiary shall be jointly and severally liable for the payment of the Offer Consideration in connection with the Offer.
Offer Consideration. The consideration per Share due to each holder of Common Stock (a "Stockholder") in connection with the Offer (and any Subsequent Offer) is the "Offer Consideration" and shall be payable by Sysco in the form of shares of Sysco Common Stock as provided in subsection (a) below.
(a) In connection with the Offer (and any Subsequent Offer), the number of shares of Sysco Common Stock which each Stockholder is entitled to receive, and which Sysco shall issue, for each Share owned by a Stockholder shall be determined by dividing $26.00 by the Average Sysco Offer Price (as defined in Section 1.2(A)(b) below).
Offer Consideration. Pursuant to the terms of the Offer, the Offeror will offer (i) 0.12 euro for each share in Evox and, (ii) for each convertible loan note, the aggregate of the nominal amount EUR 100 plus accrued interest up to and including the closing date (the “Offer Consideration”), being the date when title to all shares and convertible loan notes in Evox validly tendered in the Offer is transferred to the Offeror.
Offer Consideration. 2.1 What you will be paid: The consideration offered by Empire is NZ$0.375 per Share payable in cash, subject to any adjustment in accordance with clause 6.
2.2 When you will be paid: The consideration payable to each holder of Shares who accepts this Offer (each an Acceptor) will be paid within five Working Days after the latest of:
(a) the date on which this Offer becomes unconditional;
(b) the date on which the Acceptor’s acceptance is received by Empire; and
(c) the Closing Date (unless a further extension is permitted by the Takeovers Code or any exemption granted by the Takeovers Panel). As at the Offer Date, Empire intends that the Offer will only be declared unconditional following the Closing Date but it reserves its right to declare the Offer unconditional earlier.
Offer Consideration. Each Deutsche Börse Share accepted by Holdco pursuant to the Offer (including during the subsequent offering period (weitere Annahmefrist)) shall be exchanged for one Holdco Share (the “Offer Consideration”). Notwithstanding the foregoing, if between the date of this Agreement and the time that any particular Deutsche Börse Share is accepted for exchange pursuant to the Offer, the outstanding NYSE Euronext Shares or Deutsche Börse Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then the Offer Consideration will be appropriately and proportionately adjusted to provide to the holder of such Deutsche Börse Share the same economic effect as contemplated by this Agreement prior to such event.
Offer Consideration. The consideration offered to the holders of Marel Shares under the Tender Offer will be any of (at the election of each Marel shareholder) (a) cash consideration in the amount of EUR 3.60 per Marel Share (the “All-Cash Offer Consideration,” and the Marel Shares with respect to which such election has been made and not validly withdrawn, the “Cash Electing Shares”), (b) cash consideration in the amount of EUR 1.26, along with a stock consideration consisting of 0.0265 JBT Offer Shares, per Marel Share (the “Mixed Offer Consideration,” and the Marel Shares with respect to which such election has been made and not validly withdrawn, the “Mixed Election Shares”) or (c) stock consideration consisting of 0.0407 JBT Offer Shares per Marel Share (the “All-Stock Offer Consideration,” and together with the All-Cash Offer Consideration and the Mixed Offer Consideration, the “Consideration,” and the Marel Shares with respect to which an All-Stock Offer Consideration election has been made and not validly withdrawn, the “Stock Electing Shares”). The JBT Shares to be issued in the Tender Offer as Consideration are referred to herein as the “JBT Offer Shares.”
