Public Merger Consideration definition

Public Merger Consideration means an amount in cash equal to $14.00, for each Common Unit that is issued and outstanding as of immediately prior to the Effective Time and held by a Public Unitholder.
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Public Merger Consideration shall have the meaning set forth in Section 3.1(c).
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Public Merger Consideration means consideration that the Company’s Class A common stockholders were entitled to receive under the terms of the Merger Agreement, as amended.
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Examples of Public Merger Consideration in a sentence

  • The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund.

  • Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

  • The Company shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Certificates, LP Certificates, Book-Entry Shares or Book-Entry Units for the Public Merger Consideration, the LP Merger Consideration or the Warrant Consideration (if applicable).

  • To the fullest extent permitted by Law, immediately prior to the date any Public Merger Consideration or LP Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, such Public Merger Consideration and LP Merger Consideration shall become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

  • In the event the insurance coverages obtained by Contractor is broader in scope than, and/or the limits are higher than, those required under the contract, all such broader coverage and/or higher limits available to Contractor shall also be available and applicable to the State.

  • The Company has received the opinion of Gxxxxxx Sxxxx, and the Special Committee has received the opinion of Mxxxxx Sxxxxxx, to the effect that, as of the date of this Agreement and based upon and subject to the assumptions made, matters considered and qualifications and limitations set forth in such opinions, the Public Merger Consideration is fair, from a financial point of view, to the stockholders of the Company (other than the holders of Founder Shares and Rollover Shares).

  • At or prior to the Closing, Parent will deposit or cause to be deposited with the Paying Agent, for the benefit of the Unitholders, an amount of cash in U.S. dollars equal to the sum of the aggregate Public Merger Consideration to be paid pursuant to Section 2.1(a) plus the aggregate Sponsor Merger Consideration to be paid pursuant to Section 2.1(b), payable upon due surrender of the Book-Entry Units pursuant to the provisions of this Article II.

  • As used in this Agreement, (i) the term "Parent Share" shall mean any share of Company Common Stock held of record by or on behalf of The Sumitomo Bank, Limited ("Parent") as of the Effective Time, and (ii) the term "Merger Consideration" shall mean, with respect to any Parent Share, the Parent Merger Consideration and, with respect to any other issued and outstanding share of Company Common Stock, the Public Merger Consideration.

  • In fact, the announced sales price appears to be over a dollar per share less than what outside analysts have suggested stockholders would have received had the Company’s assets simply been sold piecemeal in March 2022.2 The Public Merger Consideration is also substantially less than what other parties have suggested that they would have bid had the Special Committee included them in the process.

  • Each issued and outstanding Common Unit (other than the Sponsor Units) as of immediately prior to the Effective Time will (i) be converted into the right to receive the Public Merger Consideration, (ii) no longer be outstanding, (iii) automatically be cancelled and (iv) cease to exist.

Related to Public Merger Consideration

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

  • 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).

  • Base Merger Consideration means $1,200,000,000.

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

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

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

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

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

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

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

  • 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.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

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

  • 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.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

  • Equity Consideration has the meaning set forth in Section 2.02.

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

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