Merger Share Consideration definition

Merger Share Consideration has the meaning set forth in Section 2.08(a).
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Merger Share Consideration shall have the meaning set forth in Section 5.1(a).
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Examples of Merger Share Consideration in a sentence

  • Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Company Common Stock shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the portion of the Merger Share Consideration as provided in Section 2.08(a).

  • Stockholder has the authority and is duly and legally qualified to acquired and own the Merger Share Consideration.

  • Within five (5) Business Days of the Effective Time, the Parent shall cause certificates representing the Merger Share Consideration to be issued to the Stockholders.

  • All Merger Share Consideration paid or payable upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid or payable in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificate, and from and after the Effective Time, there shall be no further registration of transfers of Shares on the stock transfer books of the Surviving Corporation.

  • The Company shall use its reasonable best efforts to register the shares of Parent Company Stock, represented by the Merger Share Consideration, issued to the Stockholders, by preparing and filing a registration statement on Form S-1 or a similar form with the U.S. Securities and Exchange Commission within a commercially practical period of time following the Closing.

  • At the Effective Time, PDN shall withhold from the Merger Share Consideration the Escrowed Shares to be distributed in accordance with Section 5.5. At the Effective Time, PDN shall issue to (i) Proman the Merger Share Consideration consisting of 5,110,975, (ii) Xxxxx 959,096 shares of PDN Common Stock (the “Xxxxx Shares”) and (iii) Wesser 239,774 shares of PDN Common Stock (the “Wesser Shares”).

  • If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Share Consideration provided for, and in accordance with the procedures set forth, in this Article II and elsewhere in this Agreement.

  • Stockholder believes it has received all the information it considers necessary or appropriate for deciding whether to enter into the Merger Agreement and to accept the Merger Share Consideration.

  • Stockholder has the requisite power and authority to enter into and perform the Merger Agreement and to accept the Merger Share Consideration.

  • All Merger Share Consideration paid or payable upon the cancelation of the Certificates in accordance with the terms hereof shall be deemed to have been paid or payable in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificate, and from and after the Effective Time, there shall be no further registration of transfers of Shares on the stock transfer books of the Surviving Corporation.

Related to Merger Share Consideration

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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

  • 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).

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

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

  • Merger Shares has the meaning set forth in Section 2.2(c).

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

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

  • Scheme Consideration means, in respect of:

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

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

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

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

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

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Subco Shares means the common shares in the capital of Subco;

  • Base Consideration has the meaning set forth in Section 1.2.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Base Merger Consideration means $1,200,000,000.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.