Acquisition Merger Consideration definition
Examples of Acquisition Merger Consideration in a sentence
Until surrendered as contemplated by this Section 5.01, each Certificate shall be deemed at any time after the Acquisition Merger Effective Time to represent only the right to receive upon such surrender Acquisition Merger Consideration as contemplated by this Section 5.01.
If any Certificate has not been surrendered prior to five years after the Acquisition Merger Effective Time (or immediately prior to such earlier date on which Acquisition Merger Consideration or any dividends or distributions with respect to New Ashland Inc.
Until so surrendered, each such Company Certificate shall represent after the Acquisition Effective Time for all purposes only the right to receive such portion of the Acquisition Merger Consideration attributable to such Company Shares (as evidenced by the Company Certificate).
The Company Shares owned by any Company Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Companies Act shall cease to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Acquisition Effective Time, the right to receive the applicable Acquisition Merger Consideration, without any interest thereon in accordance with Section 3.1(c)(i).
The cash portion of the Acquisition Merger Consideration shall be invested by the Exchange Agent as directed by Parent.
After the Effective Time of the Acquisition Merger, there shall be no further transfer on the records of Parent or its transfer agent of certificates representing shares of Parent Common Stock which have been converted pursuant to this Agreement into the right to receive the Acquisition Merger Consideration, and if such certificates are presented to Parent for transfer, they shall be canceled against delivery of cash and, if appropriate, certificates for Non-Cash Election Shares.
All of the PubCo Ordinary Shares to be issued by PubCo hereunder as Initial Merger Consideration, Acquisition Merger Consideration and in respect of the CSRs being delivered by PubCo hereunder will be duly and validly issued, fully paid and non-assessable, and each such share or other security will be issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities Laws and the PubCo Organizational Documents.
As promptly as reasonably practicable after the execution of this Agreement, Acquiror and the Company (the “Co-Registrants”) shall jointly prepare and the Co-Registrants shall file with the SEC a registration statement on Form S-4 (together with all amendments thereto, the “Registration Statement”) registering the Acquiror Common Stock to be issued in the Reorganization Merger and the Acquisition Merger Consideration for offer and sale under the Securities Act.
NewPubco shall cause the Exchange Agent pursuant to irrevocable instructions, to pay the Acquisition Merger Consideration and SPAC Merger Consideration out of the Exchange Fund in accordance with this Agreement.
At or prior to the Effective Time of the Acquisition Merger, Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Parent Common Stock, the Acquisition Merger Consideration for exchange in accordance with this Article 2.