Class B Merger Consideration definition

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

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

Class B Merger Consideration means (a) the aggregate portion of the Adjusted Equity Price to which the holders of all outstanding shares of Class B 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 B Common Stock immediately prior to the Effective Time.

Examples of Class B Merger Consideration in a sentence

• Promptly after the Effective Time, VMware shall issue (or cause to be issued) to Dell, book-entry shares representing the shares of Class B VMware Common Stock issued pursuant to section 2.2(a) and the Class B Merger Consideration issued in accordance with the terms of this article II shall be deemed to have been issued in full satisfaction of all rights pertaining to the Class B Shares.

• As of the Effective Time, all such Class B Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and shall thereafter only represent the right to receive the Class B Merger Consideration, and any cash in lieu of fractional shares of Class B VMware Common Stock payable pursuant to section 2.5(c), in each case to be issued or paid in accordance with section 2.5, without interest.

• The right of any holder of Company Common Stock to receive the Class A Merger Consideration or the Class B Merger Consideration, as applicable, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall, to the extent provided in Section 2.02(j), be subject to and reduced by the amount of any withholding that is required under applicable Tax Law.

• Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Class A Merger Consideration or the Class B Merger Consideration, as applicable, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e).

• Parent has received the opinions of Blackstone Advisory Services L.P. and J.P. Morgan Securities Inc., each dated as of the date of this Agreement, to the effect that, as of such date, the Class A Merger Consideration and the Class B Merger Consideration, taken together, to be paid by Parent in the Merger is fair, from a financial point of view, to Parent.

More Definitions of Class B Merger Consideration

Class B Merger Consideration means the right to receive, for each share of Class B Company Common Stock, $11.81417001 in cash and 0.63595483 shares of Parent Common Stock. The Class B Merger Consideration and the Class A Merger Consideration are referred to herein as the "Merger Consideration."

Class B Merger Consideration means the amount equal to the product of (i) the total number of shares of Class B Common Stock issued and outstanding immediately prior to the Effective Time (other than Class B Common Stock held by the Company as treasury stock or held by the Merger Sub), multiplied by (ii) the Class B Liquidation Value.

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

Class B Merger Consideration means $100, plus the amount of all declared or accrued dividends in respect of the Class B Common Stock to the extent unpaid as of the Adjustment Time.

Class B Merger Consideration means the total consideration to be delivered by Heatilator in respect of the HNG Class B Shares, consisting of (i) a $46,904,000 undivided interest in the Short-Term Note (the "Class B Interest in the Short-Term Note"), (ii) a $4,000,000 undivided interest in the Long-Term Note (the "Class B Interest in the Long-Term Note"), and (iii) $9,600,000 in aggregate principal amount of 7% Convertible Debentures of Heatilator, due and payable three years after the Effective Time, bearing interest at the rate of 7% per annum compounded annually and payable annually, convertible prior to maturity into shares of common stock of Heatilator in the amount and manner specified therein, in the form of Exhibit 2.1(a)(iii) attached hereto (the "Class B Convertible Debentures").

Class B Merger Consideration means a number of shares of Parent Common Stock (valued at the Determined Price) and an amount of cash which together shall have an aggregate value equal to the lesser of:

Class B Merger Consideration means an amount equal to the Non-Preference Per Share Amount.