Common Share Merger Consideration definition

Common Share Merger Consideration is defined in Section 2.5(a)(iv)(1).

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

Common Share Merger Consideration means $19.00 per share.

Examples of Common Share Merger Consideration in a sentence

If the exercise price per share of any such Company Share Option is equal to or greater than the Company Common Share Merger Consideration, such Company Share Option shall be canceled without any cash payment being made in respect thereof.
No interest shall be paid or accrue on the Company Common Share Merger Consideration.
The Company Common Share Merger Consideration, the Other Payments, cash in lieu of fractional shares and any dividends or distributions in respect of Parent Common Stock paid upon the surrender for exchange of Certificates representing Company Common Shares in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights and privileges pertaining to the Company Common Shares exchanged theretofore represented by such Certificates.
Until surrendered as contemplated by this Section 3.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Merger Consideration as contemplated by this Section 3.03.
In the event of such a dividend or distribution by the Company, the Cash Consideration component of the Company Common Share Merger Consideration per share and the Partnership Merger Consideration per OP Unit shall be reduced by the per share amount of such dividend or distribution.
The Surviving Company, the Surviving Partnership, Parent or the Exchange Agent, as applicable, shall be entitled to deduct and withhold from the Company Common Share Merger Consideration, the Partnership Merger Consideration and other amounts payable pursuant to this Agreement to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, and the rules and regulations promulgated thereunder, or any provision of state, local or foreign Tax law.
Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Company Common Share Merger Consideration, the Other Payments, any cash in lieu of fractional shares and any dividends or distributions in respect of Parent Common Stock, as contemplated by this Section 2.2. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.
On or after the Effective Time, any Certificates presented to the Exchange Agent, the Surviving Company or the transfer agent for any reason shall be converted into the Company Common Share Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II, any Other Payments deliverable hereunder and any dividends or distributions in respect of Parent Common Stock.
The Exchange Agent shall make payments of the Company Common Share Merger Consideration, the Partnership Merger Consideration, the Other Payments and any cash payable in lieu of fractional shares out of the Exchange Fund in accordance with this Agreement, the Maryland Articles of Merger and the Delaware Merger Certificate.
In the event that either the Company or Parent shall declare or pay any dividend or distribution (other than the regular quarterly cash dividends otherwise permitted hereunder and other than Other Payments) including for the purpose of maintaining its status as a REIT or of eliminating any U.S. federal income or excise Taxes otherwise payable, the Cash Consideration component of the Company Common Share Merger Consideration and the Partnership Merger Consideration shall be adjusted as described below.

More Definitions of Common Share Merger Consideration

Common Share Merger Consideration means the quotient obtained by dividing (a) the difference between (i) the Aggregate Equity Value minus (ii) the sum of (A) the Aggregate Preferred Accreted Value plus (B) the Shareholder Escrow Portion, by (b) two.

Common Share Merger Consideration shall have the meaning given to such term in the Merger Agreement.

Common Share Merger Consideration means, in the case of each Common Share issued and outstanding immediately prior to the Effective Time (other than Common Shares referred to in Section 2.7(c)), the consideration described with respect to such share in clause (x) or (y) above, as applicable.

Common Share Merger Consideration means the amount by which the Merger Consideration exceeds the Option Consideration.

Common Share Merger Consideration shall equal (A) the Adjusted Total Merger Consideration (as defined below), minus (B) the Bridge Loan Balance (as defined below), minus (C) the total number of outstanding Preferred Shares immediately prior to the Effective Time (excluding any Preferred Shares issuable to FrontLine pursuant to the Amended and Restated Bridge Financing Agreement dated September 6, 2000 as further amended on November 6, 2000 (the "Bridge Loan Agreement") between FrontLine and the Company (the aggregate of such Preferred Shares issuable under such agreement being referred to herein as the "Bridge Loan Shares")) (such total number of outstanding Preferred Shares excluding the Bridge Loan Shares being referred to herein as the "FrontLine Preferred Shares") multiplied by $1.00 (such product being referred to herein as the "FrontLine Preferred Amount"), minus (D) the total amount of accrued but unpaid dividends on the FrontLine Preferred Shares as of the Closing Date (the "FrontLine Preferred Dividend Amount"). The "Bridge Loan Balance" means the principal amount of the loan made by FrontLine to the Company under the Bridge Loan Agreement and the interest accrued thereon as of the Closing Date. The "Adjusted Total Merger Consideration" shall equal (A) $39,000,000 minus (B) Excess Company Expenses (as hereinafter defined), minus

Common Share Merger Consideration means the sum of (i) the Initial Common Share Closing Payment, payable in cash at the Closing, (ii) the Initial Escrow Payment and the Company Adjustment Payment, payable in cash on the Initial Escrow Payment Date, (iii) the Subsequent Escrow Payments, payable in cash on the Subsequent Escrow Payment Dates, and (iv) the Additional Payment, payable in the manner, and subject to the restrictions, specified in Section 3.06(c) on the Additional Payment Date.