Applicable Merger Consideration definition

Applicable Merger Consideration means, with respect to (i) each share of Common Stock, the Common Stock Merger Consideration, (ii) each share of Series B Preferred Stock, the Series B Preferred Stock Merger Consideration and (iii) each Common Stock Purchase Warrant, the Common Stock Purchase Warrant Merger Consideration.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Applicable Merger Consideration means the Stock Merger Consideration, the Options Merger Consideration or the Warrants Merger Consideration, as applicable.

Applicable Merger Consideration means (i) with respect to a ▇▇ ▇▇▇▇▇▇, the ▇▇ ▇▇▇▇▇▇ Merger Consideration and (ii) with respect to any Holder of MLP Units who is not a ▇▇ ▇▇▇▇▇▇, the Merger Consideration.

Examples of Applicable Merger Consideration in a sentence

• Remittances for the Applicable Merger Consideration shall not be sent to the holders of the Shares and ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as the case may be, of their current contact details prior to the Effective Time.

• Upon the surrender for cancellation to the Paying Agent of such Certificates, together with a letter of transmittal, duly executed and completed in accordance with the instructions thereon, and any other items specified by the letter of transmittal, the Paying Agent shall promptly pay to the Person entitled thereto the Applicable Merger Consideration deliverable in respect thereof.

• Until so surrendered, each Certificate shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the Applicable Merger Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article III.

• If, after the Effective Time, such holder withdraws, fails to perfect or loses any such right to payment, such holder’s Dissenting Shares shall be treated as having been converted as of the Effective Time into the right to receive the Applicable Merger Consideration.

• Fractional Shares shall be rounded up to the nearest whole share; provided, that the Participant may not vest in more than the maximum number of Restricted Stock Units specified in the Grant Notice.

• Thereafter, each holder of a Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Applicable Merger Consideration, without interest, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under applicable law.

• The Applicable Merger Consideration delivered upon the surrender of each Certificate in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares.

• At and after the Effective Time, each holder of a Certificate to be canceled pursuant to this Section 1.6 shall cease to have any rights as a stockholder of the Company, except for the right to surrender Certificates in the manner prescribed by this Section 1.6 in exchange for payment of the Applicable Merger Consideration.

• Until surrendered in accordance with the provisions of this Section 3.1, each Certificate (other than Certificates representing Canceled Expert Shares and other than Certificates representing Dissenting Common Stock) shall represent for all purposes only the right to receive the Applicable Merger Consideration, without any interest thereon.

• Such Stockholder understands that the Applicable Merger Consideration will not be registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent of such Stockholder and of the other representations, warranties and covenants made by such Stockholder in this Agreement.

More Definitions of Applicable Merger Consideration

Applicable Merger Consideration means (y) in the case of a Class A Option or Restricted Stock Unit with respect to Class A Stock, the Class A Merger Consideration, and in the case of a Class B Option or Restricted Stock Unit with respect to Class B Stock, the Class B Merger Consideration, in either case times (z) the number of shares subject to such Company Stock Option or Restricted Stock Unit.

Applicable Merger Consideration means with respect to each Holder, such Holder’s proportionate share of the (i) Applicable Closing Consideration, (ii) Positive Closing Date Adjustment Amount (if any), (iii) applicable portion of the Escrow Fund upon disbursement (if any), and (iv) applicable portion of the Shareholders’ Representative Reserve upon disbursement (if any).

Applicable Merger Consideration means, with respect to a share of Common Stock, the Closing Date Common Per Share Consideration and with respect to a share of Preferred Stock, the Closing Date Preferred Per Share Consideration applicable to such share of Preferred Stock, in each case plus the amount determined by dividing (a) the Post-Closing Cash Consideration, if any, by (b) the Fully Diluted Common Share Number.

Applicable Merger Consideration shall have the meaning assigned to such ------------------------------- term in Section 2.2(a).

Applicable Merger Consideration means, with respect to an Equityholder, the consideration payable to such Equityholder at the Closing pursuant to Section 2.04(c)(i), 2.05(a)(i) and/or 2.06(a), as applicable.

Applicable Merger Consideration means the result of dividing (a) the Nominal Merger Consideration, by (b) the Applicable Closing Price, and multiplying such quotient by (c) the Parent Average Closing Price.