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.

  • Duff & Phelps’ written opinion is addressed to the special committee (in its capacity as such), is directed only to the Per Share Merger Consideration and the Per ADS Consideration to be paid in the merger and does not constitute a recommendation to any shareholder of the Company as to how such shareholder should vote or act with respect to the merger or any other matter.

  • 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").

  • 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.

  • 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).

  • 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").

  • Xxxxxx Xxxxxxx observed the following implied ADS exchange ratios: Time Period Implied ADS Exchange Ratio 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.

  • If ABN AMRO ADS Holders make no such election they will receive the default position of the ADS Consideration Ratio, namely the USD equivalent of EUR 13.15 in cash and 0.5325 New Barclays ADS in respect of each ABN AMRO ADS tendered.

  • Any shares of Company Common Stock with respect to which there shall not have been effected such election by submission to the Exchange Agent of an effective, properly completed Ordinary Share Election Form on or prior to the date specified in such form (the "Election Date") which shall be a date that is not more than 60 days following the date of the Effective Time, shall be converted in the Merger into the right to receive the ADS Consideration.

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 3.1(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 $500,000,000, your Sale Bonus would be $500,000. 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 2.08(a).

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

  • 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 is defined in Section 2.5(c).

  • 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.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.