Preferred Cash Consideration definition
Examples of Preferred Cash Consideration in a sentence
Parent and Merger Sub have available to them, or as of the Effective Time will have available to them all funds necessary for the payment of the Preferred Cash Consideration and the Fractional Share Consideration.
To the extent a Management Carve-Out Recipient elects not to receive his share of the Management Carve-Out Amount, such amount shall be added to the Preferred Stock Consideration and the Preferred Cash Consideration and the Series A Exchange Ratio, the Series B Exchange Ratio, the Series C Exchange Ratio, the Series D Exchange Ratio; the Series E Exchange Ratio, and the Preferred Cash Consideration shall be adjusted proportionately.
At Parent’s option, any amount in excess of the Maximum Liabilities Amount may be included in the Cash Shortfall and thereby deducted from the Common Cash Consideration and the Preferred Cash Consideration.
Notwithstanding the foregoing, neither the Exchange Agent nor any Party shall be liable to a holder of Company Shares for any Initial Shares, Additional Initial Shares, Cash Consideration or Preferred Cash Consideration issuable or payable to such holder pursuant to Section 1.5 that are delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.
The shares of Globix Common Stock referred to in Sections 1.8(c)(i) and (iii), the Globix Preferred Stock and Preferred Cash Consideration referred to in Section 1.8(c)(ii), and the Globix Warrants referred to in Section 1.8(c)(v) are together referred to as the "MERGER CONSIDERATION".
Subject to the escrow holdback provisions of Sections 2.4 and 2.5, in the event, the Company’s Adjusted Net Liabilities are less than the Company’s Target Net Liabilities by more than $250,000, the Preferred Cash Consideration payable to the Company Preferred Stockholders and the Management Cash Amounts payable to the Management Carve-Out Recipients shall be increased by the amount of such variance in proportion to each other.
The Common Cash Consideration and Preferred Cash Consideration are collectively referred to herein as the Cash Consideration.
If, after the Effective Time, Certificates are presented to the Buyer, the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for Adjusted Merger Shares, Cash Consideration, if any, and Preferred Cash Consideration in accordance with Section 1.5, subject to Section 1.10 and to applicable law in the case of Dissenting Shares.
Dissenting Shares shall not be converted into or represent the right to receive Merger Shares, Adjusted Merger Shares, Cash Consideration or Preferred Cash Consideration, unless such Company Stockholder shall have forfeited his, her or its right to appraisal under the CCC or properly withdrawn, his, her or its demand for appraisal.
NEON agrees, during the period after the execution and delivery of this Agreement and prior to the Effective Time, to use its commercially reasonable efforts to manage its business so that, assuming the Merger were to occur on September 30, 2004, NEON would have approximately $7,000,000 in unrestricted cash on a consolidated basis immediately prior to the Merger and any payment of Preferred Cash Consideration pursuant to Section 1.8(c)(ii).