Preferred Share Merger Consideration definition

Preferred Share Merger Consideration means the allocation of the Merger Consideration among the Preferred Shares as determined in accordance with the Per Share Payment Schedule.

Preferred Share Merger Consideration means the sum of the Aggregate Preferred Accreted Value plus the Aggregate Preferred Participation Amount.

Preferred Share Merger Consideration means the par value of one Preferred Share together with all cumulated, accrued and unpaid dividends thereon.

Examples of Preferred Share Merger Consideration in a sentence

• 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Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost their dissenters’ rights under the DGCL.

• 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.

• The aggregate amount of cash payable to holders of Company Series B Preferred Shares as the Per Company Series B Preferred Share Merger Consideration is hereinafter referred to as the "Series B Preferred Share Merger Consideration".

• No interest shall be paid or accrue on any of the Company Common Share Merger Consideration, Company Preferred Share Merger Consideration, Option Merger Consideration or Common Unit Consideration.

• The issuance or payment of the Per Preferred Share Merger Consideration in accordance with this Agreement shall be deemed issued and paid in full satisfaction of all rights pertaining to such Company Series A Preferred Stock (other than the right to receive dividends or other distributions, if any, in accordance with Section 2.2(g)).

• The Paying Agent shall make payments of the Per Common Share Merger Consideration and, if the Charter Amendment becomes effective in accordance with Section 2.3, Per Preferred Share Merger Consideration out of the Payment Fund in accordance with this Agreement and the Paying Agent Agreement.

• From and after the Second Merger Effective Time, all such shares of Company Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a share of Company Series A Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Per Preferred Share Merger Consideration therefor upon the surrender of such share of Company Series A Preferred Stock in accordance with Section 2.2.

• Subject to Section 2.1.4.5, Section 2.1.4.7, Section 2.1.4.8 and Section 2.1.4.9, each holder of the Certificates, upon surrender thereof to the Disbursing Agent together with such letter of transmittal (duly executed) and any other required documents of transfer, shall be entitled to receive in exchange therefor the Per Common Share Merger Consideration, the Per Preferred Share Merger Consideration, the Option Cash Payment or the Warrant Cancellation Payment, as the case may be.

• The amounts deposited pursuant to the prior sentence shall hereinafter be referred to as the “Exchange Fund.” Parent shall cause the Paying Agent to make, and the Paying Agent shall make, payments of the Company Common Share Merger Consideration, Company Preferred Share Merger Consideration, Option Merger Consideration and Common Unit Consideration out of the Exchange Fund in accordance with this Agreement.

• 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.

More Definitions of Preferred Share Merger Consideration

Preferred Share Merger Consideration means the sum of (i) the Initial Preferred Share Closing Payment, payable in cash at the Closing, (ii) the sum of (A) the Initial Escrow Payment and (B) the Company Adjustment Payment multiplied by the number of Common Shares into which each Preferred Share is convertible immediately prior to the Effective Time, payable in cash on the Initial Escrow Payment Date, and (iii) the Additional Payment multiplied by the number of Common Shares into which each Preferred Share is convertible immediately prior to the Effective Time, payable in the manner, and subject to the restrictions, specified in Section 3.06(c) on the Additional Payment Date.

Preferred Share Merger Consideration has the meaning set forth in Section 2.7(c). Table of Contents

Preferred Share Merger Consideration shall have the meaning set forth in the Termination Agreement.

Preferred Share Merger Consideration shall equal (A) the Bridge Loan Balance, plus (B) the FrontLine Preferred Amount, plus (C) the FrontLine Preferred Dividend Amount. The Preferred Conversion Ratio and the total Preferred Merger Shares shall be adjusted as follows: (X) in the event that the Average Announcement Price is greater than 120% of the Average LOI Price, then (x) the Preferred Conversion Ratio shall equal (I) the product of 120% multiplied by the Preferred Share Merger Consideration, divided by the Average Announcement Price, divided by (II) the total number of FrontLine Preferred Shares, and (y) the total Preferred Merger Shares shall equal the result of the formula set forth in the foregoing clause (x)(I), and (Y) in the event that the Average Announcement Price is less than 80% of the Average LOI Price, then (a) the Preferred Conversion Ratio shall equal (I) the product of 80% multiplied by the Preferred Share Merger Consideration, divided by the Average Announcement Price, divided by (II) the total number of FrontLine Preferred Shares (b) the total Preferred Merger Shares shall equal the result of the formula set forth in the foregoing clause (a)(I).