Examples of Merger Consideration in a sentence
The Per Share Merger Consideration paid in accordance with Section 2.8.3(d) or following the surrender of Certificates (or a lost certificate affidavit) or transfer of Book- Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Common Stock formerly represented by such Certificate or Book-Entry Shares.
If the Closing occurs prior to the termination of this Agreement, an amount equal to the Deposit shall be applied as a credit toward the payment of Merger Consideration hereunder.
For U.S. federal, state, and local income Tax purposes the Merger is intended to be treated as a sale of the Common Stock to Parent in exchange for the Merger Consideration.
Until so surrendered or transferred (as applicable), and subject to the terms set forth in Section 2.6.4, each such share shall represent after the Effective Time for all purposes only the right to receive the Per Share Merger Consideration payable in respect thereof.
Parent has or will have, and will cause Merger Sub to have, prior to the Effective Time, sufficient funds to pay the aggregate Merger Consideration contemplated by this Agreement and to perform the other obligations of Parent and Xxxxxx Sub contemplated by this Agreement.