Examples of Per Share Cash Election Consideration in a sentence
The “Provisional Appraisal Holders Cash Amount” means the product of (x) the number of Appraisal Shares and (y) the Per Share Cash Election Consideration.
Each of Parent, Acquisition Sub and the Company shall use all reasonable best efforts to cause the California Commissioner to approve the fairness of the terms and conditions of the Merger at the Fairness Hearing; provided that none of the parties to this Agreement shall be obligated to amend this Agreement to change the Per Share Cash Election Consideration, the Per Share Stock Election Consideration or the Per Share Consideration.
For the purposes of this Agreement, “No Election Share” means each share of Company Common Stock for which no election to receive Per Share Mixed Consideration, Per Share Cash Election Consideration or Per Share Stock Consideration has been properly made in accordance with the terms of this Section 2.2 or for which such election has been properly revoked in accordance with the terms of this Section 2.2.
The aggregate purchase price payable for the shares of Company Common Stock being purchased by Parent or Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such shares by an amount equal to the Per Share Cash Election Consideration.
As of immediately prior to the Effective Time, each Company DSU Award that is then outstanding shall be deemed to have vested in full as of such time and shall be cancelled and converted into the right to receive a cash amount equal to the Per Share Cash Election Consideration (as increased by accumulated dividend amounts, including the Special Dividend).
The shares of Company Common Stock subject to such Cash Election that were not converted into the right to receive the Per Share Cash Election Consideration in accordance with this Section 1.1(c)(iii) shall be converted into the right to receive the Per Share Stock Election Consideration.
If the Per Share Cash Election Consideration otherwise payable to any holder is reduced under this paragraph (iv), such holder shall be entitled to receive validly issued, fully paid and non-assessable shares of Parent Common Stock at a fair market value (defined below) equal to the amount of the reduction.
The Company’s board of directors has received the written opinion of Xxxxxxx Xxxxx and Company (“Xxxxx”), financial advisor to the Company, dated December 22, 2010, to the effect that, as of the date of such opinion and subject to the matters set forth in such opinion, each of the Per Share Cash Election Consideration, the Per Share Stock Consideration and the Per Share Consideration is fair, from a financial point of view, to the shareholders of the Company.
For purposes each of the following analyses, CSCA compared the results of each analysis to (i) the Per Share Cash Election Consideration of $19.00, and (ii) the Common Exchange Ratio of 0.713 EQC common shares to be received by holders of MNR common shares in the merger.
The Parent Board has received the oral opinion of each of Broadhaven Capital Partners, LLC and BofA Mxxxxxx Lxxxx to be confirmed in writing, to the effect that, as of the date of such opinion and subject to the assumptions, limitations and qualifications reflected therein, the Mixed Consideration, the Per Share Cash Election Consideration and the Exchange Ratio, collectively, to be paid by Parent in the Merger, is fair, from a financial point of view, to Parent.