Quorum Merger definition
Examples of Quorum Merger in a sentence
No additional Quorum Merger Shares will be issuable by reason of the consummation of the Evansville Sale after the Merger.
The amounts of the Quorum Merger Shares and the Nexstar Merger Shares, and all component or related amounts, will be determined on the Closing Date, based on the information then available and taking into account the transactions to be consummated on the Closing Date and prior to the IPO, by PricewaterhouseCoopers, LLP, and each such determination will be binding on the Parties and their members absent manifest error.
The Parties have agreed pursuant to Section 1.5(e) of the Merger Agreement (taking into account the terms of the Merger Agreement, as modified by this Amendment, and the amounts relevant to the computation of the number of Quorum Merger Shares to be issued) that, if no Quorum Common Units were redeemed prior to the Merger and if the IPO Price were $15.00, the number of Quorum Common Merger Shares would be $8,303,027.
Pursuant to the Quorum Merger Agreement, (i) certain membership interests of Quorum will be redeemed for cash, (ii) all of the remaining membership interests in Quorum will be exchanged for shares of Class A Common Stock, and (iii) all of Quorum's outstanding indebtedness will be repaid or refinanced by the Company, as more fully described in the Prospectus.
The Quorum Merger Agreement has been duly authorized, executed and delivered by each of the Company and Quorum is a valid and binding agreement of the parities thereto and conforms to the descriptions thereof contained in the Prospectus.
In that event, the consideration issuable to Quorum in the Merger will be the number of Merger Shares so determined, even if the Merger Shares that would constitute the Quorum Merger Shares (if computed as of the actual Closing Date) would be lesser or greater in number.
From and after the Merger, any certificate evidencing capital stock of Quorum Inc., membership interests of Quorum LLC or Nexstar Common Units will merely represent the right to receive the Quorum Merger Shares or Nexstar Merger Shares, as the case may be, issuable in respect of such stock, interests or Units, and the certificate(s) for any related Merger Shares will be issued only upon the surrender to the Surviving Company of any certificate evidencing such stock, interests or Units for cancellation.
The Parties agree that, notwithstanding Section 1.11 of the Merger Agreement, so long as the Evansville Sale Agreement is in full force and effect on the Closing Date, the respective quantities of Quorum Merger Shares and Nexstar Merger Shares will be determined on a pro forma basis, as if the Evansville Sale had been consummated (with a resulting reduction in the Trailing BCF of Quorum) and as if $43,000,000 in related proceeds were applied to indebtedness outstanding under the Quorum Senior Facility.
An illustration of the computation of the Quorum Merger Shares and the Nexstar Merger Shares (collectively, the “Merger Shares”) is set forth in the attached Merger Share Illustration Schedule.