Examples of Company Merger Consideration in a sentence
Notwithstanding anything to the contrary contained herein or in the Merger Agreement, if, without the Stockholder's prior written consent, the Parent proposes in writing to the Company, the Board of Directors of the Company or any Committee thereof, or publicly releases a proposal for any reduction in the Company Merger Consideration (as defined in the Merger Agreement) this Voting Agreement shall terminate and be of no further force or effect.
Until so surrendered and exchanged, each outstanding certificate which, prior to the Effective Time, represented issued and outstanding Shares shall be deemed for all corporate purposes of the Parties, other than the payment of dividends and other distributions, if any, to represent the right to receive the Company Merger Consideration or the Brekford Merger Consideration, as the case may be.
At the Merger Effective Time, Parent will have sufficient funds (including amounts in the Escrow at the Merger Effective Time), in cash, to pay the Company Merger Consideration, and any other amounts payable by Parent under this Agreement, together with all fees and expenses of Parent incurred in connection with any of the Merger Transactions and to effect the Merger and the Contemplated Transactions.
The RLJ REITs’ portion of the Costs of Post-closing PIP Work shall take the form of a credit to Parent against the Company Merger Consideration at Closing.
The Company Parties and the Buyer Parties shall use commercially reasonable efforts to agree, prior to the Closing Date, upon an allocation of the Company Merger Consideration among the real property and the various items of personal property and intangible property owned by the Company and the various Owners of the Hotels (and, in the case of personal property owned by a “taxable REIT subsidiary,” the stock of the “taxable REIT subsidiary”).