Examples of Merger Consideration in a sentence
The parties agree that, for U.S. federal income (and applicable state and local) tax purposes, the Series A Preferred Share Cash Merger Consideration shall not be subject to treatment as a dividend pursuant to Section 356(a)(2) of the Code or otherwise treated as a distribution under Section 301(c)(1) of the Code.
The Parties agree that any indemnification payments made pursuant to this Agreement shall be treated by the Parties as an adjustment to the Merger Consideration for income Tax purposes unless a final determination by a court of competent jurisdiction requires such payment to be treated differently.
If any such Four Leaf Merger Consideration shall not have been claimed immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Authority, any such amount shall be cancelled by Pubco.
Each Company Stockholder understands that the applicable Merger Consideration and there underlying securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, each Company Stockholder must hold the applicable Merger Consideration indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.
Until surrendered as contemplated by this Section 3.3(b) each share of Four Leaf Common Stock shall be deemed at any time from and after the Merger 1 Effective Time to represent only the right to receive upon such surrender the Four Leaf Merger Consideration, which the holders of such Four Leaf Common Stock were entitled to receive in respect of such shares pursuant to Section 3.1(a).