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.

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 XX Xxxxxx, the XX Xxxxxx Merger Consideration and (ii) with respect to any Holder of MLP Units who is not a XX Xxxxxx, the Merger Consideration.

Examples of Applicable Merger Consideration in a sentence

• 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.

• 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.

• At the Effective Time, each of the holders of capital stock of the Company shall cease to have any rights as a stockholder of the Company (except as set forth in this Agreement with respect to the Applicable Merger Consideration), and the stock transfer books of the Company shall be closed with respect to all shares of capital stock of the Company outstanding immediately prior to the Effective Time.

• Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any stockholder for any Applicable Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws.

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 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, 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 means the Stock Merger Consideration, Convertible Debt Merger Consideration, Option Merger Consideration, or the Warrants Merger Consideration, as applicable.

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 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.