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

Examples of Class B Merger Consideration in a sentence

• The shares of Class B VMware Common Stock to be issued to holders of Class B Shares as Class B Merger Consideration have been validly authorized when issued, will be validly issued, fully paid and nonassessable, and no other shareholder of VMware will have any preemptive right or similar rights in respect thereof.

• 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.

• 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.

• 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).

• Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration for each Share, or the Class B Merger Consideration for each Class B Share, in cash as contemplated by Section 1.6(b) hereof.

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 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, with respect to each Class B Unit issued and outstanding immediately prior to the Effective Time, an amount in cash, without interest, equal to the amount that such Class B Unit (including any class or series thereof) 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 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 an amount equal to the Non-Preference Per Share Amount.

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 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: (1) the product of (i) the number of issued and outstanding shares of Class B Preferred at the Effective Time and (ii) the amount of $70.00 per share (subject to appropriate adjustment for all stock splits, dividends, combinations, recapitalizations and the like with respect to the Class B Preferred from the date hereof until the Effective Time)(the amount determined pursuant to this clause (A) being referred to as the "CHARTER B CONSIDERATION"), and (2) the product of (i) the ratio determined by dividing the Charter B Consideration by the sum of the Charter A Consideration, the Charter B Consideration and the Charter C Consideration and (ii) the Class ABC Merger Consideration.