Examples of APP Merger Consideration in a sentence
At or prior to the Closing, APP’s Chief Executive Officer shall execute and deliver a certificate (the “Allocation Certificate”) certifying as of the APP Effective Time, as to (a) the identity and address of each record holder of shares of each class and series of capital stock of APP and the number of shares of each such class and series held by such holder, and (b) the amount of APP Merger Consideration, as applicable, payable to each such holder.
APP covenants that the allocation of the APP Merger Consideration set forth in the Allocation Certificate shall be calculated in accordance with all applicable terms of the Organizational Documents of APP.
FHC Wisconsin has received the opinion of Torreya Partners LLC, a division of Financial West Investment Group (the “FHC Wisconsin Financial Advisor”), to the effect that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion, the APP Merger Consideration pursuant to this Agreement is fair from a financial point of view to FHC Wisconsin.
None of APP, FHC Wisconsin, APP Merger Sub, the APP Surviving Corporation, the Exchange Agent or the Escrow Agent shall be liable to any Person in respect of any portion of the APP Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
Time evolution is linear and deterministic, and may be found by evolving all variables from an initial value equal to the square root of their initial variances.
Until surrendered as contemplated by this Section 3.2, each APP Certificate shall be deemed at any time after the APP Effective Time to represent only the right to receive upon such surrender the APP Merger Consideration.
Prior to the APP Effective Time, APP and FHC Wisconsin shall mutually designate a bank, trust company or nationally recognized stockholder services provider (the “Exchange Agent”) for the purpose of exchanging, in accordance with this Article III, APP Certificates for the APP Merger Consideration.
No interest shall be paid or shall accrue for the benefit of holders of APP Certificates on the APP Merger Consideration payable upon the surrender of AP Certificates.
Undermine the effects of peer pressure by providing a legitimate reason for students to refuse to use alcohol, tobacco or other illicit substances.