Preferred Share Merger Consideration definition
Examples of Preferred Share Merger Consideration in a sentence
At or after the Closing, as soon as reasonably practicable after each holder of Series A Preferred Stock of the Company has delivered to Parent a completed and executed Letter of Transmittal, Parent shall cause to be issued to each such holder the Applicable Per Preferred Share Merger Consideration that such holder has the right to receive in connection with the Merger pursuant to Section 4.1.
No Dissenting Stockholder who has validly exercised his, her or its appraisal rights pursuant to Section 262 of the DGCL shall be entitled to receive the Applicable Per Share Merger Consideration or Applicable Per Preferred Share Merger Consideration, as applicable, with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost their dissenters’ rights under the DGCL.
Until surrendered as contemplated by this Section 2.2, each Preferred Certificate and Book-Entry Preferred Share shall be deemed at any time after the Second Merger Effective Time to represent only the right to receive the applicable Per Preferred Share Merger Consideration as contemplated by this Article II, and any dividends or other distributions on shares of Parent Series C Preferred Stock in accordance with Section 2.2(g), without interest thereon.
All Parent Common Shares to be issued as the Merger Consideration, all Parent Series E Preferred Shares and Parent Series F Preferred Shares to be issued as the Series I Preferred Share Merger Consideration and the Series J Preferred Share Merger Consideration, as applicable, when so issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.
At the Merger Effective Time, Parent shall, or shall cause any of the Acquired Companies to, deposit with the Paying Agent cash in an amount necessary to pay all of the Company Common Share Merger Consideration, Company Preferred Share Merger Consideration, Option Merger Consideration and Common Unit Consideration.
Thereafter, holders of shares of Common Stock and Series A Convertible Preferred Stock shall look only to Parent (subject to the terms of this Agreement) as a general creditor for payment of the Merger Consideration or Preferred Share Merger Consideration, as the case may be, without interest, upon the surrender of any Common Stock Certificates or Book Entry Shares held by them.
Parent shall have delivered to the Paying Agent the aggregate Merger Consideration and aggregate Preferred Share Merger Consideration as required by Section 2.2 of this Agreement.
Prior to the Company Merger Effective Time, Parent shall (i) designate a number of shares of Parent Preferred Stock as the New Parent Preferred Stock sufficient to enable Parent to satisfy the Preferred Share Merger Consideration and (ii) adopt and file Articles Supplementary substantially in the form of Exhibit A attached hereto (the “Articles Supplementary”), setting forth the terms of the New Parent Preferred Stock.
All such Preferred Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and each holder of a certificate which immediately prior to the Effective Time represented any such Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Preferred Share Merger Consideration.
Notwithstanding the foregoing, neither Parent nor the Exchange Agent shall be liable to any holder of a Common Certificate, Preferred Certificate, Book-Entry Common Share or Book-Entry Preferred Share for any Per Common Share Merger Consideration, Per Preferred Share Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.