Pro Rata Merger Consideration definition

Pro Rata Merger Consideration has the meaning in Section 1.5(a).
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Pro Rata Merger Consideration for each share of Company Common Stock shall be four hundred and forty-four and four tenths (444.40) shares of Parent Common Stock. The Pro Rata Merger Consideration for each stockholder of the Company as of the Effective Time (collectively, the “Stockholders”) is set forth on Schedule 1.5(a).
Sample 1

Examples of Pro Rata Merger Consideration in a sentence

  • If between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock are changed into a different number of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Pro Rata Merger Consideration shall be appropriately adjusted.

  • If between the Closing Date and the Effective Time, the outstanding shares of Company Common Stock are changed into a different number of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Pro Rata Merger Consideration shall be appropriately adjusted.

  • At the Effective Time, all Company Membership Interests shall no longer be outstanding and shall be cancelled and retired and shall cease to exist, and each holder of a Company Membership Interest shall cease to have any rights with respect thereto, except the right to receive its Pro Rata Merger Consideration, without interest, in accordance with Section 2.02 hereof.

  • The applicable Tax withholdings and the applicable per share exercise price for each Vested Option covered by this Section 3.1(e)(i) shall be deducted from the Per Share Pro Rata Merger Consideration on a pro rata basis from the cash portion of the Per Share Pro Rata Merger Consideration and the share portion of the Per Share Pro Rata Merger Consideration, respectively.

  • If, after the Effective Time, Company Membership Interests are presented to Parent, they shall be cancelled and exchanged for the Pro Rata Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE II.

  • The Company will deliver to Foreign Parent the final Pro Rata Merger Consideration for each Stockholder as of the Effective Time (the “Final Merger Consideration Spreadsheet”).

  • The Pro Rata Merger Consideration delivered to each record holder of Company Membership Interests converted pursuant to Section 2.02(a)(i) in accordance with the terms of this Agreement shall be deemed to have been delivered in full satisfaction of all rights pertaining to the Company Membership Interests held by such record holder immediately prior to the Effective Time.

  • If between the Closing Date and the Effective Time, the outstanding shares of Company Common Stock are changed into a different number of shares by reason of any issuance of Company common stock, stock split, division or subdivision of shares, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Pro Rata Merger Consideration shall be appropriately adjusted.

  • If, after the Effective Time, Company Membership Interests are presented to Parent, they shall be cancelled and, to the extent its record holder has not previously received the Pro Rata Merger Consideration, exchanged for the Pro Rata Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE II.

  • If, after the Effective Time, assignment of Units are presented to the Surviving Corporation, they shall, when accompanied by proper documentation, be exchanged for the Pro Rata Merger Consideration for the Units represented thereby in the manner provided in this Article II and any dividends or distributions payable pursuant to Section 2.4.

Related to Pro Rata Merger Consideration

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

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

  • 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).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

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

  • 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.

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

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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