Examples of Effective Time Merger Consideration in a sentence
If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, each share of Company Common Stock held by such stockholder shall thereupon be deemed to have been converted into the right to receive and become exchangeable for, at the Effective Time, Merger Consideration as provided in Section 2.1(c).
Parent has delivered to the Company and the Owner complete and correct copies of the debt commitment letter, dated as of the date hereof, from CIT Healthcare LLC (the “Debt Commitment Letter”) providing for funds to be delivered to Parent on the Closing Date sufficient to enable Parent to deliver the cash portion of the Effective Time Merger Consideration at or prior to the Effective Time.
The Maximum Merger Consideration shall be reduced by the sum of any Pre-Closing Settlement Proceeds in calculating the Effective Time Merger Consideration under Section 2.1(b).
Upon the funding of the commitments under the Debt Commitment Letter, Parent will have available as of the Closing Date funds sufficient to pay the cash portion of the Effective Time Merger Consideration and the fees and expenses of Parent related to the transactions contemplated hereby.
The Assumed Indebtedness, as set forth on the Effective Time Merger Consideration Certificate, will be true and correct as of the Closing Date.
In the event of a transfer of ownership of Shares which are not registered in the transfer records of Bio-Quant as of the Effective Time, Merger Consideration may be issued and paid in accordance with this Article I to a transferee if the Certificates evidencing such Shares are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid.
The aggregate merger consideration (the “Merger Consideration”) due with respect to the securities of the Company shall consist of the Effective Time Merger Consideration and the Contingent Merger Consideration.
For avoidance of doubt, the Proposed Share Capital Reduction will not result in any outflow of cash or change in net assets (“NA”) of the Group, save for the estimated expenses to be incurred in relation to the Proposed Regularisation Plan.
Any such Shareholders shall thereafter be entitled to look onlyto Parent for payment of their claims for the Effective Time Merger Consideration the other Per Share Merger Consideration pursuant to this Article II , withoutinterest thereon.
As soon as practicable after the Effective Time, the Company shall use its reasonable best efforts to register under the Securities Act for public resale by you the shares of Registerable Stock included in the Effective Time Merger Consideration held by you.