Ordinary Share Consideration definition
Examples of Ordinary Share Consideration in a sentence
The Company shall pay, without deduction or withholding (except where such deduction or withholding is required by applicable law) from any amount payable to the holders of Company Common Stock, any such taxes which become payable in connection with the transfer of Company Common Stock in exchange for the Ordinary Share Consideration and the ADS Consideration.
All of the issued Parent Ordinary Shares are, and all Parent Ordinary Shares to be issued as the Ordinary Share Consideration and the ADS Consideration pursuant to Section 2.5(c) will be, upon issuance, duly authorized, validly issued and fully paid and voting, and no class of shares is entitled to preemptive rights, except as provided in Section 89 of the Companies Act of 1985 of the United Kingdom (the "Companies Act").
G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC (“G▇▇▇▇▇▇ S▇▇▇▇”) has rendered its oral opinion to the Transaction Committee, to be confirmed by a written opinion (the “Opinion”), that, as of the date of such Opinion, and based upon and subject to the factors and assumptions set forth therein, the Ordinary Share Consideration to be paid to the holders (other than Parent and its affiliates) of Ordinary Shares pursuant to this Agreement is fair, from a financial point of view, to such holders.
Holdco or Netfin, as the case may be, shall pay, or cause to be paid, with respect to the acquisition of the Target Company Ordinary Shares acquired pursuant to Section 3.1, aggregate consideration consisting of (a) the Cash Consideration, (b) the Holdco Ordinary Share Consideration and (c) the Earnout Share Consideration, if any, which Earnout Share Consideration will be determined and, if applicable, payable after the Closing pursuant to Section 3.5.
Each restricted stock unit in respect of an Ordinary Share (a “Restricted Stock Unit”) that is outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of any party, be canceled and converted into the right to receive, within ten (10) Business Days following the Closing Date, an amount in cash equal to the Per Share Ordinary Share Consideration.
Each of Parent, Merger Sub and the Company agrees that, for the purposes of any written offer required to be made to a Dissenting Shareholder pursuant to Section 238(8) of the Companies Law, the Per Share Ordinary Share Consideration, subject to adjustment as may be set forth in this Agreement, represents at least the fair value of the Ordinary Shares.
The Ordinary Share Consideration and the Preferred Share Consideration herein also to be referred to as “Consideration” and each Share tendered pursuant to the Offer herein to be referred to as a “Tendered Share”.
In the event that prior to the Settlement Date any dividends or other distributions are declared in respect of the Ordinary Shares, which action would require an amendment of this Merger Protocol in accordance with the terms hereof, the Ordinary Share Consideration will be decreased with an amount per Ordinary Share equivalent to any such dividend or distribution per Share.
In the event that the exercise price per share of a Vested Company Option is equal to or higher than the Per Ordinary Share Consideration, then the Per Option Consideration shall be equal to zero.
The Purchaser Ordinary Shares and the Class A Preference Shares to be issued to Sellers as the Purchaser Ordinary Share Consideration and the Purchaser Preference Share Consideration and the Class B Preference Shares to be issued to the Sellers, in each case will be duly authorized and, upon issuance in accordance with the terms hereof, shall be duly issued, fully paid and non-assessable, and will be free from all taxes, Liens and charges with respect to the issue thereof.