Offer Consideration Sample Clauses

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by applicable Law) of the Offer Conditions, each Company Share validly tendered into the Offer and not properly withdrawn during the Acceptance Period and the Additional Acceptance Period shall be exchanged for the Offer Consideration at the Settlement Date.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. 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. Preamble............................................1

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. 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. 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.”

Offer Consideration. The consideration for each Offer Share will be as follows: For each Offer Share: S$2.06 in cash (the “Offer Price”).

Offer Consideration. “Offer Consideration” is defined in Recital A of the Agreement.

Offer Consideration. In compliance with the requirements of the German Takeover Act as well as the German Takeover Regulation (WpÜG-Angebotsverordnung) regarding, among others, the minimum offer consideration, each Linde Share (other than Linde Excluded Shares) validly tendered by Linde shareholders pursuant to the Offer (including during the additional acceptance period (weitere Annahmefrist)) shall be exchanged for the number of New Holdco Shares equal to the Linde Exchange Ratio (the “Offer Consideration”) at the Offer Closing Time. “Linde Excluded Shares” means any Linde Shares that are held in the treasury of Linde or owned by any direct or indirect wholly-owned Subsidiary of Linde, but does not include Linde Shares that are held by Linde or any direct or indirect wholly-owned Subsidiary of Linde on behalf of third parties.