Exchange Offer Consideration definition

Exchange Offer Consideration has the meaning set forth in the recitals to this Agreement.
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Exchange Offer Consideration shall have the meaning set forth in Section 5.2(a) hereof.
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Exchange Offer Consideration means $0.25.
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Examples of Exchange Offer Consideration in a sentence

  • For clarity, the Incremental 2020 and 2025 Notes shall be exchanged pursuant to the Exchange Offers for the applicable Exchange Offer Consideration (not including the Early Participation Premium).

  • Moon Bidco shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Comet Common Stock for the Exchange Offer Consideration and any cash in lieu of fractional shares of Moon Common Stock pursuant to Section 2.2(b) .

  • DynCorp International will announce the aggregate amount of Existing Notes validly tendered and accepted in the Exchange Offer promptly after the Expiration Time and provide holders with information with respect to the principal amount of New Notes and cash each holder will receive as part of the Total Offer Consideration or Exchange Offer Consideration, as applicable.

  • Moon Bidco shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Comet Common Stock for the Exchange Offer Consideration and any cash in lieu of fractional shares of Moon Common Stock pursuant to Section 2.2(b).

  • Each of Parent and Sub shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the Exchange Offer Consideration payable to a holder of Shares pursuant to the Offer such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law.

  • Failure to provide the required information on IRS Form W-9 may subject such tendering unitholder to backup withholding on the payment at the then applicable rate (currently 28%, but, absent new legislation extending the current rates, scheduled to increase to 31% beginning January 1, 2013) on the Exchange Offer Consideration of all NGT Depositary Units exchanged from such unitholder.

  • Either Parent or Sub has, or will have available to it upon the consummation of the Offer, sufficient funds available (through existing credit arrangements or otherwise) to deliver the cash component of the Exchange Offer Consideration and the Merger Consideration to all of the Shares outstanding which become entitled to receive such consideration.

  • The following table sets forth the Exchange Offer Consideration, Early Participation Premium and Total Offer Consideration (each as defined in the Offering Memorandum) for the 2024 Senior Notes.

  • Holders of Existing Notes validly submitted and accepted for exchange by the Issuer will, on the Settlement Date, receive (1) the Exchange Offer Consideration PLUS (2) any Cash Rounding Amount; PLUS (3) the Existing Notes Accrued Interest Payment.

  • If the Exchange Offer Consideration with respect to any Securities tendered hereby is to be issued, or Securities not tendered or not accepted for exchange are to be issued, in the name of a person other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled "Description of Class C Preferred Stock Tendered," the appropriate boxes in this Letter of Transmittal must be completed.


More Definitions of Exchange Offer Consideration

Exchange Offer Consideration means the shares of Parent Common Stock or the cash (including cash in lieu of fractional shares) to be received upon consummation of the Offer pursuant to the terms set forth in Section 2.1(a).
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Related to Exchange Offer Consideration

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

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

  • Initial Offer Price means the initial price payable for a Share as specified in the relevant Supplement for each Fund.

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

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

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

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

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

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

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Offer Price has the meaning set forth in the Recitals.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing. If settlement of the Performance Share Units may not be made within the period specified in this Section 2(b) due to the limitation in Section 14(t)(iii)(A) of the Plan, such settlement shall be made in accordance with Section 5 of the Agreement.