Examples of Parent Stock Consideration in a sentence
The Parent Stock Consideration using the Exchange Ratio shall be calculated to the nearest one-ten thousandth of a share of Parent Stock and the Parent Common Stock Value shall be calculated to the nearest one-tenth of one cent.
Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued as Parent Stock Consideration in the Merger.
Without the consent of the Company, Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Cash Consideration or Parent Stock Consideration, (iii) waive or change the Minimum Condition, (iv) add to the conditions set forth in Annex A, (v) modify any condition set forth in Annex A or amend any term of the Offer set forth in this Agreement, in each case, in any manner materially adverse to the holders of Shares, or (vi) change the form of consideration.
Each of the terms of this Article 3 (specifically including the proration provisions set forth in Sections 3.3(d) and 3.3(f)) shall be interpreted in a manner to ensure that in no event shall either (A) the aggregate amount of the Cash Consideration received by the holders of Company Shares in the Merger exceed the Cash Consideration Cap, or (B) the aggregate number of shares of Parent Stock received by the holders of Company Shares in the Merger exceed the Parent Stock Consideration Cap.
The maximum aggregate amount of Parent Stock Consideration issuable pursuant to the Offer shall be (x) 0.8498 shares of Parent Stock multiplied by (y) 55% of the total number of Shares outstanding that are tendered and accepted for exchange pursuant to the Offer (such amount or any lesser amount specified in accordance with Section 1.01(e) being referred to as the “Maximum Parent Stock Consideration”).