ADS Consideration definition

ADS Consideration has the meaning set forth in Section 2.5(c).
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ADS Consideration shall have the meaning set forth in Section 3.2(c).
Sample 1Sample 2
ADS Consideration. Section 2.01(c)(i) "Advisory Board" -- Section 6.12(b) "affiliate" -- Section 9.12 (a) "Affiliate Agreement" -- Section 6.04 "Agreement" -- Preamble "Alternative Proposal" -- Section 5.08 "Antitrust Division" -- Section 6.08 "Articles of Merger" -- Section 1.03 "BCA" -- Section 1.01 "beneficially" -- Section 9.12(b) "business day" -- Section 9.12(c) "Certificates" -- Section 2.03(b) "Circular" -- Section 3.09(b) "Closing" -- Section 1.02 "Closing Date" -- Section 1.02 "Code" -- Preamble "Companies Act" -- Section 4.02(a) "Company" -- Preamble "Company Affiliates" -- Section 6.04 "Company Budget" -- Section 5.01(e) "Company Common Stock" -- Preamble "Company Disclosure Letter" -- Section 3.01(a) "Company Employee Benefit Plan" -- Section 3.13(b)(i) "Company Financial Statements" -- Section 3.05(a) "Company Joint Venture" -- Section 3.01(b)(ii) "Company Option" -- Section 2.01(f) "Company Option Plan" -- Section 2.01(f) "Company Permits" -- Section 3.10 "Company Preferred Stock" -- Section 3.02(a) "Company SEC Reports" -- Section 3.05(a) "Company Stock Option" -- Section 6.10(a) "Company Stockholders' Approval" -- Section 6.03(b) "Company Stockholders' Meeting" -- Section 6.03(b) "Confidentiality Agreement" -- Section 6.01 "Constituent Corporations" -- Section 1.01 "Contracts" -- Section 3.04(a) "control," "controlling," "controlled by" and "under common control with" -- Section 9.12(a)
Sample 1

Examples of ADS Consideration in a sentence

  • Neither the Company, its affiliates nor the holders of Company Common Stock shall be responsible for any stamp duty reserve tax payable in connection with the ADS Consideration.

  • Xxxxxx Xxxxxxx noted that the ADS Consideration to be paid per Tudou ADS was US$39.89 (based on the ADS Exchange Ratio of 1.595x) as of March 9, 2012.

  • Subject to the immediately following sentence, each record holder of shares of Company Common Stock immediately prior to the Merger Effective Time shall be entitled to elect to receive ADS Consideration for all or any part of such holder's shares of Company Common Stock (an "ADS Election").

  • With respect to each holder of Company Common Stock who makes a Mixed Election, the shares of Company Common Stock such holder elects to be converted into the right to receive Cash Consideration shall be treated as Cash Election Shares for purposes of the provisions contained in Sections 2.2(d) and (e), and the shares such holder elects to be converted into the right to receive ADS Consideration shall be treated as ADS Election Shares for purposes of the provisions contained in Sections 2.2(f) and (g).

  • Notwithstanding the foregoing, the aggregate number of shares of Company Common Stock that may be converted into the right to receive ADS Consideration in the Merger (the "ADS Election Number") shall be the difference between the total number of shares of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time and the Cash Election Number.

  • The Randgold Shares to be issued as part of the Randgold Share Consideration, and the Randgold Shares represented by the Randgold ADS Consideration, will, when issued pursuant to the Arrangement, be duly and validly issued as fully paid and non-assessable ordinary shares in the capital of Randgold.

  • Subject to the immediately following sentence, each record holder of shares of Company Common Stock immediately prior to the Merger Effective Time shall be entitled to elect to receive ADS Consideration for part of such holder's shares of Company Common Stock and Cash Consideration for the remaining part of such holder's shares of Company Common Stock (the "Mixed Election" and, collectively with ADS Election and Cash Election, the "Election").

  • The Company shall pay, without deduction or withholding (except where such deduction or withholding is required by applicable law) from any amount payable to the holders of Company Common Stock, any such taxes which become payable in connection with the transfer of Company Common Stock in exchange for the Ordinary Share Consideration and the ADS Consideration.

  • As of the Election Date (as hereinafter defined), any share of Company Common Stock with respect to which there shall not have been effected such election by submission to the Exchange Agent (as defined in Section 2.03) of an effective, properly completed Ordinary Share Election Form shall be converted in the Merger into the right to receive the ADS Consideration.

  • Xxxxxx Xxxxxxx observed the following implied ADS exchange ratios: March 9, 0000 0.00x 10-Day Average 0.56x 30-Day Average 0.62x 60-Day Average 0.62x Since Tudou IPO: Average 0.76x High 1.30x Low 0.48x Xxxxxx Xxxxxxx noted that the ADS Consideration to be paid per Tudou ADS was US$39.89 (based on the ADS Exchange Ratio of 1.595x) as of March 9, 2012.

Related to ADS Consideration

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.