Common Share Merger Consideration definition

Common Share Merger Consideration has the meaning set forth in Section 2.1(c).
Sample 1Sample 2
Common Share Merger Consideration means $19.00 per share.
Sample 1Sample 2Sample 3
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.
Sample 1

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.

  • On or after the Closing Date, any Certificates presented to the Paying Agent, the Surviving Company or the Surviving Partnership in accordance with this Agreement shall be exchanged for the Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or Partnership Units, as applicable, with respect to Company Common Stock or Merger Partnership Units formerly represented thereby.

  • The Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or Partnership Units, as applicable, paid or delivered upon the surrender for exchange of Certificates representing Company Common Stock or Merger Partnership Units in accordance with the terms of this Article III shall be deemed to have been paid or delivered, as the case may be, in full satisfaction of all rights and privileges pertaining to Company Common Stock or Merger Partnership Units exchanged therefor.

  • 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.

  • In the event of such a dividend or distribution by Parent, the Cash Consideration component of the Company Common Share Merger Consideration per share and the Partnership Merger Consideration per OP Unit shall be increased by the product of the Exchange Ratio and the amount of such dividend or distribution.

  • Appropriate adjustments shall be made to the procedures set forth in this Section 2.2 to permit the payment of the Company Common Share Merger Consideration, the Partnership Merger Consideration, the Other Payments and other amounts payable under this Section 2.2 in the case of any uncertificated Company Common Shares or OP Units as if such shares or units were represented by certificates.

  • Until surrendered as contemplated by this Section 3.4, each Certificate shall be deemed at any time after the Closing Date to represent only the right to receive, upon such surrender, the Per Company Common Share Merger Consideration, Per Partnership Unit Merger Consideration or Partnership Units, as applicable, as contemplated by this Section 3.4. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

  • 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.


More Definitions of Common Share Merger Consideration

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.
Sample 1
Common Share Merger Consideration means the amount by which the Merger Consideration exceeds the Option Consideration.
Sample 1
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.
Sample 1
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
Sample 1
Common Share Merger Consideration shall have the meaning given to such term in the Merger Agreement.
Sample 1

Related to Common Share Merger Consideration

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

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

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

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

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

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

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

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

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Company Shares means the common shares in the capital of the Company;

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).