Examples of Parent Merger Consideration in a sentence
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).
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.
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.
Borrower’s failure to return the Vehicle when specified or to properly obtain an extension of the Borrowing Period may result in the Vehicle being reported stolen, possibly subjecting the Borrower and/or any other driver to arrest and civil and/or criminal penalties.
The Company shall prepare (in a form reasonably acceptable to Parent) and mail a form of election (the “ Form of Election”) with the Proxy Statement to holders of Company Common Stock of record as of the record date for the Company Stockholders’ Meeting, which shall be used by each holder of Company Common Stock who wishes to make an Election with respect to the Parent Merger Consideration.
For the avoidance of doubt, any such adjustment shall be applied among all stockholders whovalidly elected to receive all or a portion of the Parent Merger Consideration in cash, pro rata based on the number of Electing Shares held by each such stockholder.
The Exchange Agent shall have discretion to determine whether or not an Election to receive the Parent Merger Consideration in cash has been properly made or revoked pursuant to this Section 2.6 with respect to shares of Company Common Stock and when Elections and revocations were received by it.
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.
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.
Each Person who as of the Effective Time is a record holder of shares of Company Common Stock shall be entitled, with respect to all or any portion of such shares, to make an election (an “ Election”) to receive the Parent Merger Consideration in cash, subject to the terms of this Section 2.6 (each share of Company Common Stock with respect to which an Election has been effectively made and not properly revoked or lost, an “Electing Share”).