Offer Consideration definition

Offer Consideration shall have the meaning set forth in the Recitals.

Offer Consideration has the meaning set forth in Section 3.1(a) hereof.

Offer Consideration means the total amount of the Offer consideration required to be paid to all of Target’s shareholders, pursuant to the Offer Documents;

Examples of Offer Consideration in a sentence

• Sub shall advance to Stockholder the funds necessary to pay the exercise price of such Options, and Stockholder shall repay Sub the amount of such advance, without interest, immediately upon receipt of the Offer Consideration by him for his Underlying Shares.

• However, your Securities shall be cancelled on the Final Cancellation Date, which shall be [Date],15 and you will have to provide evidence of your entitlement to the relevant Conversion Shares (or the relevant Conversion Shares Component, if applicable) satisfactory to the Conversion Shares Depository in its sole and absolute discretion in order to receive delivery of such Conversion Shares (or Conversion Shares Component, if any, of any Conversion Shares Offer Consideration).

• However, the terms of the Securities provide that the Securities shall remain in existence until the applicable Conversion Shares Settlement Date for the sole purpose of evidencing (a) a right to receive Conversion Shares or Conversion Shares Offer Consideration, as applicable, from the Conversion Shares Depository and (b) the Company’s CSO Obligations, if any.

• This Security shall remain in existence until the applicable Cancellation Date for the sole purpose of evidencing the Holders’ and Beneficial Owners’ right to receive Conversion Shares or Conversion Shares Offer Consideration, as applicable, from the Conversion Shares Depository (or such other relevant recipient, as applicable) in accordance with the terms of this Security.

• The Securities shall remain in existence until the applicable Cancellation Date for the sole purpose of evidencing the Holders’ and Beneficial Owners’ right to receive Conversion Shares or Conversion Shares Offer Consideration, as applicable, from the Conversion Shares Depository (or such other relevant recipient, as applicable) in accordance with the terms of the Securities.

More Definitions of Offer Consideration

Offer Consideration has the meaning set forth in Recitals.

Offer Consideration shall have the meaning set forth in Section 1.1(a).

Offer Consideration has the meaning given to it in clause 2.2.1;

Offer Consideration has the meaning set forth in Section 2.1(a). (aaa)

Offer Consideration has the meaning given in Item 1(c) (Offers and Schemes - Adjustment to the Exchange Property);

Offer Consideration means the Cash Consideration and .0738 of an Ordinary Share for each share of Purchaser Stock validly tendered in, and not properly withdrawn from, the Offer; provided, however, that in no event shall such consideration exceed, in the aggregate, $10,000,000 (plus any amount of cash to be paid in lieu of fractional Ordinary Shares) and 466,105 Ordinary Shares. Gilat Israel shall deliver to Purchaser the Required Ordinary Shares upon Purchaser's exercise of the option granted to Purchaser pursuant to a second amended and restated option agreement between Purchaser and Gilat Israel, a form of which is attached hereto as Exhibit 3.1 (the "Option"). Purchaser and Gilat Israel shall enter into the Option prior to the Closing. Notwithstanding any other provisions of the Offer, if mutually agreed to by Gilat Israel and Purchaser, Purchaser: (i) shall not be required to accept for payment or, subject to any applicable rules and regulations of the SEC (including, without limitation, Rule 14e-1(c) under the Exchange Act relating to Purchaser's obligation to pay for or return tendered shares of Purchaser Stock promptly after termination or withdrawal of the Offer), pay for any tendered shares; and (ii) may (x) delay the acceptance for payment of any tendered shares and (y) terminate or, subject to the terms of this Agreement, amend the Offer as to any shares not then paid for, if Gilat Israel and Purchaser mutually agree that circumstances make it inadvisable to proceed with the Offer. Purchaser may not otherwise change, modify, amend or terminate the Offer without the prior express consent of Gilat Israel, which consent shall not be unreasonably withheld.

Offer Consideration shall have the meaning set forth in the second recital provision of this Agreement.