REIT Merger Consideration definition

REIT Merger Consideration means the aggregate consideration that all holders of the Company Common Shares, other than the Cancelled Shares, are entitled to receive as determined pursuant to Section 3.1.

REIT Merger Consideration has the meaning set forth in Section 2.7(a)(i).

REIT Merger Consideration shall have the meaning given thereto in Section 1.07(a).

Examples of REIT Merger Consideration in a sentence

• All shares to be issued by CCI as REIT Merger Consideration, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

• No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the REIT Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

• The Company Board has received the written opinion of the Company Financial Advisor to the effect that, based on, and subject to the various assumptions and qualifications set forth in such opinion, as of the date of such opinion, the REIT Merger Consideration to be received by the Company's stockholders pursuant to this Agreement is fair from a financial point of view to the Company's stockholders.

• From and after the REIT Effective Time, the Warrants, as so converted and modified in accordance with this Section 2.1(e), shall be exercisable solely for the per share Warrant REIT Merger Consideration (in exchange for the payment by the holder(s) of the Warrants to the Company of the Adjusted Exercise Price), and shall not be exercisable for the purchase of Common Shares.

• Any shares of Company Common Stock issued to Holder in accordance with this Section 1.4(c) shall be deemed to be Company Shares for the purpose of this Agreement from and after the date of such conversion and as a result such Holder shall be entitled to receive the REIT Merger Consideration in the REIT Merger (and not the OP Merger Consideration in the OP Merger) with respect to such shares of Company Common Stock so converted into Company Common Units.

• Until surrendered in accordance with this Section 2.3 and as specified in the Letter of Transmittal, each Company Stock Certificate shall be deemed at all times from and after the Effective Time to represent only the right to receive upon such surrender, the REIT Merger Consideration.

• The Board of Directors of the Company has received the opinion of Credit Suisse First Boston LLC (the "Company Financial Advisor"), to the effect that, as of the date hereof, the REIT Merger Consideration is fair to holders of Company Common Stock, from a financial point of view, and such opinion has not been withdrawn, revoked or modified.

• Parent, the REIT Surviving Entity and the Partnership Surviving Entity shall cause the Paying Agent to make, and the Paying Agent shall make, delivery of the REIT Merger Consideration and the Partnership Merger Consideration out of the Payment Fund in accordance with this Agreement.

• TEA must permit the use of a process based on the child’s response to scientific, research-based intervention; and may permit the use of other alternative research-based procedures for determining whether a student has a specific learning disability.

• Except as otherwise permitted in the Credit Agreement, Grantor will not further mortgage, sell or convey, grant a deed of trust, pledge, grant a security interest in, execute a land contract or installment sales contract, or otherwise dispose of, further encumber or suffer the encumbrance of, whether by operation of law or otherwise, any or all of its interest in the Trust Property without Beneficiary's prior written consent.

More Definitions of REIT Merger Consideration

REIT Merger Consideration means, in respect of any share of REIT I Common Stock, and subject to the provisions of Section 3.2, either (x) the right to receive the Cash Consideration or (y) the right to receive the Stock Consideration.

REIT Merger Consideration means the Common Stock Merger Consideration and the Preferred Stock Merger Consideration. “REIT I Benefit Plan” means each (i) employee benefit plan (as defined in Section 3(3) of ERISA), (ii) nonqualified deferred compensation plan (as defined in Section 409A of the Code), or (iii) employment, severance, change-in-control, bonus, incentive, equity or equity-based compensation, health, welfare, fringe benefit, retirement, and any other compensatory or employee benefit plan, contract or arrangement of any kind (whether or not subject to ERISA, written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated), and any trust, escrow, insurance contract, or other funding mechanism related thereto now in effect or required in the future as a result of the transaction, under which any present or former employee, independent contractor, officer or director of REIT I or any REIT I Subsidiary has any present or future right to benefits, which is sponsored, maintained, or contributed to by REIT I or any REIT I Subsidiary, or any of their respective ERISA Affiliates. “REIT I Bylaws” means the Bylaws of REIT I, as amended and in effect on the date hereof. “REIT I Capital Stock” means the REIT I Common Stock and the REIT I Preferred Stock, collectively. “REIT I Charter” means the Fourth Articles of Amendment and Restatement of REIT I dated July 14, 2017, as amended or supplemented and in effect on the date hereof. “REIT I Common Stock” means the common stock, $0.001 par value per share, of REIT I. “REIT I DRP” means the distribution reinvestment plan of REIT I. “REIT I Equity Incentive Plan” means either the Xxxxxxx Capital Essential Asset REIT, Inc. 2009 Long Term Incentive Plan or the Employee and Director Long-Term Incentive Plan of Xxxxxxx Capital Essential Asset REIT, Inc. (including, as applicable, the REIT I Director Compensation Plan). “REIT I Governing Documents” means the REIT I Bylaws, the REIT I Charter, the certificate of limited partnership of REIT I Operating Partnership and the REIT I Partnership Agreement. “REIT I LPA Amendment” means the Fifth Amended and Restated Limited Partnership Agreement of REIT I Operating Partnership in the form attached hereto as Exhibit A. “REIT I Material Adverse Effect” means any event, circumstance, change, effect, development, condition or occurrence that individually or in the aggregate, (i) would have a material adverse effect on the business, assets, liabilities, c...

REIT Merger Consideration means the REIT Common Consideration, the REIT Common Deferred Consideration and the REIT Preferred Consideration.

REIT Merger Consideration means, collectively, the Common Share Merger Consideration, the Preferred B Merger Consideration and the Preferred E Merger Consideration.

REIT Merger Consideration means an amount in cash equal to the Per Share Price, without interest.

REIT Merger Consideration means the Common Stock Merger Consideration, the Vested REIT I RSU Consideration and the Assumed RSUs.