Parent Merger Consideration definition

Parent Merger Consideration means an amount in U.S. dollars equal to Six Hundred Forty Million Dollars ($640,000,000).
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Parent Merger Consideration shall have the meaning set forth in Section 2.04(d).
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Parent Merger Consideration has the meaning set forth in Section 2.5(e)(i)(1) hereof.
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Examples of Parent Merger Consideration in a sentence

  • The Parent Merger Consideration, Offer Consideration and the Compulsory Purchase Consideration delivered in accordance with the terms of Article II and Article III, respectively, upon conversion of any Parent Shares and Company Shares, as applicable, together with any amounts to which such Parent Shares and Company Shares become entitled in accordance with Section 4.1(d), shall be deemed to have been delivered and paid in full satisfaction of all rights pertaining to such Parent Shares and Company Shares.

  • None of Topco, Parent, the Parent Merger Surviving Entity, the Company or the Exchange Agent shall be liable to any Person in respect of any portion of the Exchange Fund or the Parent Merger Consideration, Offer Consideration or Compulsory Purchase Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • Following the First Effective Time, no Parent RSU Award that was outstanding immediately prior to the First Effective Time shall remain outstanding and each former holder of any such Parent RSU Award shall cease to have any rights with respect thereto, except the right to receive the Parent Merger Consideration pursuant to Section 2.1(a)(i) with respect to each share of Parent Common Stock received upon settlement of such Parent RSU Award.

  • If the share capital of Topco, the Company or Parent is subject to a Consideration Adjustment Event, then such party (the “Notifying Party”) shall promptly notify the other parties (the “Notified Parties”) of such event specifying the details of the proposed adjustment to the Parent Merger Consideration, Offer Consideration and/or Compulsory Purchase Consideration (as applicable).

  • On or after the Parent Effective Time, any Company Certificates presented to the Exchange Agent or the Purchaser for any reason shall be converted into the right to receive Parent Merger Consideration and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.6(c), in each case, without any interest thereon.

  • As of the Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest.

  • Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charter.

  • None of Parent, the Company, the Surviving Entity of the Parent Merger, or the Exchange Agent, or any employee, officer, director, agent or Affiliate of any of them, shall be liable to any holder of shares of Company Common Stock in respect of any part of the Parent Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • On or after the Parent Merger Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity of the Parent Merger for any reason shall be exchanged for the Parent Merger Consideration or LVS Merger Consideration with respect to the shares of Company Common Stock or Company Limited Voting Stock, respectively, formerly represented thereby.

  • Any Parent Merger Consideration paid upon the surrender of any Parent Stock Certificate or Parent Book-Entry Share shall be deemed to have been paid in full satisfaction of all rights pertaining to such Certificate or Book-Entry Share and the shares of Parent Common Stock formerly represented by it.


More Definitions of Parent Merger Consideration

Parent Merger Consideration is defined in Section 2.11(c) of the Agreement.
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Parent Merger Consideration shall have the meaning set forth in Section 3.1(a)(i).
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Parent Merger Consideration has the meaning set forth in Section 2.7(a)(ii). “Parent Merger Effective Time” has the meaning set forth in Section 2.2. “Parent Merger Surviving Entity” has the meaning set forth in the Recitals. “Parent Nominees” has the meaning set forth in Section 7.18(c).
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Related to Parent Merger Consideration

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

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Base Merger Consideration means $1,500,000,000.

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

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

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

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

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • First Merger has the meaning set forth in the Recitals.

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Merger Sub 2 has the meaning set forth in the Preamble.

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

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

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Company Shareholder Approval means the approval and adoption of this Agreement and the Transactions (including the Merger) at the Shareholders’ Meeting by the Requisite Company Vote.

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