Consolidation Consideration definition
Examples of Consolidation Consideration in a sentence
Each outstanding Certificate which is not surrendered to the Exchange Agent shall, except as provided in Section 3.03, evidence ownership of only the right to receive the Consolidation Consideration without interest.
On the Effective Date, Parent or Parent Bank will have all funds necessary to consummate the Consolidation and pay the aggregate Consolidation Consideration to holders of Company Common Stock pursuant to Section 3.01(a) hereof.
If any holder of any Dissenting Shares shall effectively withdraw or lose his dissenter’s rights under the applicable provisions of the NBA, each such Dissenting Share shall be converted into the right to receive the Consolidation Consideration in accordance with the provisions of this Article III.
Parent, Parent Bank and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those persons entitled to receive the Consolidation Consideration, which books shall be conclusive with respect thereto.
Any shareholders of the Converted Company who have not theretofore complied with Section 3.04(c) shall thereafter look only to Parent for the Consolidation Consideration.
Each share of Company Common Stock, excluding (i) Treasury Stock and (ii) Dissenters' Shares, issued and outstanding immediately prior to the Effective Time shall become and be converted into the right to receive the Consolidation Consideration.
It has received an opinion from its Financial Advisor to the effect that the Consolidation Consideration is fair, from a financial point of view, to its shareholders.
Such New ▇▇▇ Stock shall be issued at closing and upon meeting certain earnout criteria (together, the "Consolidation Consideration").
Subject to Section 2.2(e), each issued and outstanding share of Geon Common Stock (other than shares to be canceled in accordance with Section 2.1(a) or converted in accordance with Section 2.1(d)) will be converted into the right to receive two (the "Geon Exchange Ratio") fully paid and nonassessable Resulting Corporation Shares (the "Geon Consolidation Consideration," and together with the Hann▇ ▇▇▇solidation Consideration, the "Consolidation Consideration").
If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, the Dissenting Shares held by such holder shall thereupon be treated as though such Dissenting Shares had been converted into Converted Company Common Stock pursuant to Section 2.01(f) hereof and the right to receive the aggregate Consolidation Consideration to which such holder would be entitled pursuant to Section 3.01(a) hereof.