Class A Merger Consideration definition

Class A Merger Consideration means the Class A Cash Consideration, together with, if applicable, the Class A Stock Consideration.

Class A Merger Consideration shall have the meaning set forth in Section 1.07(b)(i).

Class A Merger Consideration has the meaning set forth in Section 2.2(e).

Examples of Class A Merger Consideration in a sentence

• If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Class A Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Class A Merger Consideration in accordance with section 2.1(a).

• The Board of Directors of the Company has received the opinion of Citigroup Global Markets Inc., dated as of the date of this Agreement, to the effect that, as of such date, the Class A Merger Consideration is fair, from a financial point of view, to the holders of shares of Company Class A Common Stock (other than those holders who are also holders of Company Class B Common Stock and their Affiliates).

• The Special Committee has received the opinion of Evercore Group L.L.C., dated as of the date of this Agreement, to the effect that, as of such date, the Class A Merger Consideration is fair, from a financial point of view, to the holders of the shares of Company Class A Common Stock (other than those holders who also hold shares of Company Class B Common Stock) entitled to receive such Class A Merger Consideration.

• The Class A Merger Consideration or the Class B Merger Consideration, as applicable, paid in accordance with the terms of this Article II in respect of Certificates that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Mondavi Common Stock represented thereby.

• No interest will be paid or accrued for the benefit of holders of Class A Certificates or Class A Book-Entry Shares on the Class A Merger Consideration.

More Definitions of Class A Merger Consideration

Class A Merger Consideration means a number of shares of Acquiror Class A Common Stock equal to the quotient obtained by dividing (i) 10% (subject to adjustment to comply with the listing requirements set forth under Nasdaq Listing Rule 5505(b)(2) with respect to Acquiror) of the Base Purchase Price, by (ii) $10.00.

Class A Merger Consideration means the right to receive, for each share of Class A Company Common Stock, $9.16426528 in cash and 0.61222732 shares of Parent Class A Common Stock, par value $.01 per share ("Parent Common Stock").

Class A Merger Consideration means (a) the aggregate portion of the Adjusted Equity Price to which the holders of all outstanding shares of Class A Common Stock are entitled in accordance with the provisions of the Company Charter Documents (also taking into account the payment of the Option Merger Consideration to the Eligible Option Holders), divided by (b) the aggregate number of issued and outstanding shares of Class A Common Stock immediately prior to the Effective Time.

Class A Merger Consideration means the sum of all amounts payable to holders of Class A Interests under Section 3.02 and Section 3.03 hereof.

Class A Merger Consideration means, with respect to each Class A Unit issued and outstanding immediately prior to the Effective Time (including, for the avoidance of doubt, Class A Units issued in the Exchange), an amount in cash, without interest, equal to the amount that a Class A Unit would be entitled to receive pursuant to the Company LLC Agreement in respect of a Capital Transaction where the Capital Transaction Proceeds are equal to the Final Purchase Price.

Class A Merger Consideration means the total consideration to be delivered by Heatilator in respect of the HNG Class A Shares, consisting of (i) a $11,726,000 undivided interest (the "Class A Interest in the Short-Term Note") in a $58,630,000 principal amount non-interest bearing promissory note

Class A Merger Consideration means an amount equal to (a) the Class A Preference Per Share Amount plus (b) the Non-Preference Per Share Amount.