Examples of Company Stock Merger Consideration in a sentence
The applicable portion of the Company Stock Merger Consideration delivered upon the surrender for exchange of shares of Company Stock in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to ownership of such shares of stock.
Parent shall be entitled to deduct and withhold from that portion of the Company Stock Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Stock, such amounts as Parent is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local, provincial or foreign Tax Law.
If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the First Effective Time, the Company Stock Merger Consideration for each such Share, in accordance with Section 3.1(a), without any interest thereon.
The balance of the Stockholder Representative Reserve held pursuant to this Section 3.4, if any, and any income earned thereon, shall be distributed to the Company Stockholders who are entitled to receive the Company Stock Merger Consideration by depositing such amount with Parent for distribution concurrently with, and as part of, any remaining Escrow Payment.
The Company and Parent agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Company Stock Merger Consideration for federal, state, local and foreign income tax purposes unless a contrary treatment is required under applicable Law.
Notwithstanding any provisions in this Agreement to the contrary, Parent shall have no obligation to issue shares of Parent Common Stock hereunder to any Person who is not an Accredited Investor, and shall, in lieu thereof make payment in cash (without any increase in the Company Stock Merger Consideration).