Per ADS Merger Consideration definition

Per ADS Merger Consideration has the meaning set forth in Section 4.1(a);
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Per ADS Merger Consideration shall have the meaning set forth in Section 4.1(a).
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Per ADS Merger Consideration has the meaning set forth in Section 3.1(b). “Per Share Merger Consideration” has the meaning set forth in Section 3.1(a).
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Examples of Per ADS Merger Consideration in a sentence

  • Remittances for the Per Share Merger Consideration or the Per ADS Merger Consideration, as the case may be, shall not be sent to holders of Shares or ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as applicable, of their current contact details prior to the Effective Time.

  • Remittances for the Per Share Merger Consideration or the Per ADS Merger Consideration, as the case may be, shall not be sent to holders of Shares or ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as applicable, of their current contact details.

  • The Surviving Company will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding Taxes, if any) due to or incurred by the Depositary in connection with the distribution of the Per ADS Merger Consideration to ADS holders and the termination of the ADS program or facility (other than the ADS cancellation fee, which shall be payable in accordance with the Deposit Agreement).

  • The Per Share Merger Consideration and the Per ADS Merger Consideration shall be adjusted to reflect appropriately the effect of any share split, reverse share split, share dividend (including any dividend or distribution of securities convertible into Shares), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Shares occurring on or after the date hereof and prior to the Effective Time.

  • Parent, Merger Sub and the Company respectively agree that the Per Share Merger Consideration and the Per ADS Merger Consideration represent the fair value of the Shares and the ADSs for the purposes of Section 238(8) of the Cayman Companies Law.

  • The holders of the ADSs will pay any applicable fees, charges and expenses of the ADS Depositary and government charges (other than withholding taxes, if any) due to or incurred by the ADS Depositary in connection with distribution of the Per ADS Merger Consideration to holders of ADSs and the cancellation of ADSs (including any ADS cancellation or termination fees payable in accordance with the ADS deposit agreement in connection with the merger).

  • The Per Share Merger Consideration and the Per ADS Merger Consideration paid for each Company Share (other than Excluded Shares) or ADS (other than ADSs representing Excluded Shares) in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Shares (including Company Shares represented by ADSs).

  • Notwithstanding anything to the contrary set forth in this Section 2.4(b), Company Y and each registered holder of Company T ADSs shall each pay any applicable fees, charges and expenses provided under the Company T Deposit Agreement in connection with distribution of the Per ADS Merger Consideration to Company T ADS holders and any and all Taxes under applicable Law.

  • Each Receipt in respect of such cancelled Company T ADS shall be deemed at any time after the Effective Time to represent only the right to receive the Per ADS Merger Consideration as contemplated by this Article II.

  • Remittances for the Per Share Merger Consideration or the Per ADS Merger Consideration shall not be sent to holders of Shares or ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as applicable, of their current contact details prior to the Effective Time.


More Definitions of Per ADS Merger Consideration

Per ADS Merger Consideration means the Per ADS Stock Consideration and the Per ADS Cash Consideration.
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Per ADS Merger Consideration. Section 2.1(b)
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Per ADS Merger Consideration shall have the meaning given to that term in the Merger Agreement.
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Per ADS Merger Consideration has the meaning set forth in Section 2.1(a) of the Agreement.
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Related to Per ADS Merger Consideration

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

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

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

  • Base Merger Consideration means $1,200,000,000.

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

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

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Aggregate 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).

  • 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).

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

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

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

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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

  • 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.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.