Cash Merger Price definition

Cash Merger Price shall have the meaning provided in the first paragraph of this Agreement.
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Cash Merger Price means nine million dollars ($9,000,000).
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Cash Merger Price means (a) an amount equal to (i) $915 million plus ----------------- ----
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Examples of Cash Merger Price in a sentence

  • If any such holder shall have effectively withdrawn or lost such right, such holder's Shares shall be converted into the right to receive the Cash Merger Price (as defined below).

  • To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Cash Merger Price as contemplated hereby, Investor shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.

  • The Financial Advisor or its Affiliates shall be entitled to exercise any Warrants held by any of them in accordance with such Warrant's terms and, with respect to any Shares (including Shares issued upon exercise of any Warrant) can make an election to retain Shares or receive the Cash Merger Price in the Merger.

  • Until surrendered as contemplated by this Section 3.5(b), each certificate for Shares shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Cash Merger Price for each Share (other than any Retained Surviving Corporation Share) and a new certificate for each Retained Surviving Corporation Share.

  • The number of shares of Common Stock into which shares of Preferred Stock may be converted shall be determined by the dividing the Preferential Amount by the conversion price (which shall initially be the Cash Merger Price), reflecting an initial conversion rate of one-to-four.

  • All information furnished to or obtained by the Buyers or any of the Buyer Representatives or the Sellers or any of the Sellers’ Representatives pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Confidential Information for all purposes of the Confidentiality Agreement.

  • Until surrendered as contemplated by this Section 2.6(b), each certificate for Shares shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Cash Merger Price for each Share (other than any Retained Share) and a new certificate for each Retained Share, as contemplated by Section 2.1.

  • Any other Shares purchased by the Investor shall be retained by the Investor and shall be entitled to receive the Cash Merger Price (but shall not be treated as Retained Shares).

  • At least two days prior to the Closing Date, the Corporation shall deliver to Newco a certificate which sets forth the estimated Cash Merger Price.

  • Assuming the satisfaction or waiver of the conditions set forth in the Financing Commitment, the Financing Commitments are sufficient to pay the Cash Merger Price, the Preferred Merger Price and all fees and expenses arising out of or relating to the transactions contemplated by this Agreement, including, without limitation, the amount required to purchase or defease all of the outstanding Senior Subordinated Notes and to purchase or redeem all of the outstanding FIRSTS.


More Definitions of Cash Merger Price

Cash Merger Price means the product of (A) the arithmetic average of the closing sales price of a share of Parent Common Stock, as reported in the Nasdaq National Market System for each of the ten (10) Trading Days ending on and including the third Trading Day prior to the Closing Date multiplied by (B) the Conversion Number.
Sample 1
Cash Merger Price means $85.
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Cash Merger Price means $165.
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Cash Merger Price means $150.
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Cash Merger Price means (a) an amount equal to (i) $915 million PLUS (ii) the aggregate exercise price of all Corporation Stock Options (whether or not vested) outstanding immediately prior to the Effective Time PLUS (iii) all cash proceeds received by the Corporation in connection with the exercise of any Corporation Stock Option after the date hereof and prior to the Effective Time (any such exercised Corporation Stock Options shall not be considered outstanding under clause (ii) above LESS (iv) the Net Debt Amount LESS (v) the product of 150,000 multiplied by the Preferred Merger Price LESS (vi) the Corporation Expenses LESS (vii) the aggregate retention bonuses paid or payable in accordance with the arrangements set forth in EXHIBIT C (as the amount of such bonuses may be revised by the Corporation, in its sole discretion, from time to time prior to the Effective Time) PLUS (viii) $582,500 (adjusted in the same proportion as the retention bonuses) divided by (b) the total number of shares of Common Stock outstanding immediately prior to the Effective Time assuming all Corporation Stock Options (whether or not vested) have been exercised.
Sample 1

Related to Cash Merger Price

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

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

  • Base Merger Consideration means $1,200,000,000.

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

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Share Exchange Ratio means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • First Merger has the meaning set forth in the Recitals.

  • Merger price per share means, in the case of a merger, consolidation, sale, exchange or other disposition of assets that results in a Change of Control or going private transaction (a “Merger”), the greater of (i) the fixed or formula price for the acquisition of shares of common stock occurring pursuant to the Merger, and (ii) the highest fair market value per share of common stock during the ninety-day period ending on the date of such Change of Control or going private transaction. Any securities or property which are part or all of the consideration paid for shares of common stock pursuant to the Merger shall be valued in determining the merger price per share at the higher of (A) the valuation placed on such securities or property by the Company, person or other entity which is a party with the Company to the Merger, or (B) the valuation placed on such securities or property by the Committee.

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.

  • Second Merger has the meaning set forth in the Recitals.

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Company Merger has the meaning specified in the Recitals hereto.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).