Series A Preferred Merger Consideration definition

Series A Preferred Merger Consideration has the meaning set forth in Section 3.02(b).

Series A Preferred Merger Consideration is defined in Section 2.02(d).

Series A Preferred Merger Consideration for each share of the Company’s Series A Preferred Stock is equal to (A) an amount in cash equal to $15.075; plus (B) declared or accumulated but unpaid dividends on such share; plus (C) an amount in cash equal to (1) the Merger Price Per Share multiplied by (0) 0.000000; plus (D) any amounts to be distributed pursuant to the Net Cash adjustment set forth in Section 1.3(e) and from the Escrow Fund and the Administrative Expense Account with respect to such share to the former holder thereof in accordance with the terms of Section 7.7 and Section 8.1(b) and the Escrow Agreement; plus (E) an amount in cash equal to the Contingent Equity Consideration Price Per Share multiplied by 5.187097, as and when such payments are required to be made pursuant to Section 1.9.

Examples of Series A Preferred Merger Consideration in a sentence

• For the avoidance of doubt, if the exercise price of any such terminated Option or Warrant is equal to or greater than the Per Share Common Merger Consideration, Per Share Series A Preferred Merger Consideration or Per Share Series B Preferred Merger Consideration, as applicable, then such Option or Warrant shall be terminated and retired without any payment or other consideration therefor.

• As of the Sirius-Polaris Merger Effective Time, each share of New Sirius Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter represent only the right to receive (i) the New Sirius Series A Preferred Merger Consideration and (ii) any dividends or other distributions which the holder thereof has the right to receive pursuant to Section 3.02.

• Copies of all exposure records and area monitoring records shall be submitted to the Owner at the conclusion of the project .

• As of the Constellation-Polaris Merger Effective Time, each share of Constellation Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and shall thereafter represent only the right to receive (i) the Constellation Series A Preferred Merger Consideration and (ii) any dividends or other distributions which the holder thereof has the right to receive pursuant to Section 3.02.

• The calculations set forth in the Final Merger Consideration Certificate of the (A) Per Share Series A Preferred Merger Consideration, (B) Per Share Series B Preferred Merger Consideration, (C) Per Share Series C Preferred Merger Consideration, (D) Per Share Common Merger Consideration and (E) the Option and Warrant Merger Consideration, and the amounts payable in accordance thereof, will be binding and will be used for all purposes of this Agreement.

• Until surrendered as contemplated by this Section 3.6, each Certificate shall be deemed after the Effective Time to represent only the right to receive the Common Merger Consideration, the Series A Preferred Merger Consideration or the Series B Preferred Merger Consideration, as the case may be.

• If, after the Effective Time, such shareholder fails to perfect or withdraws or loses its or his right to appraisal, such shares shall be treated as if they had been converted as of the Effective Time into a right to receive the Company Series A Preferred Merger Consideration or Company Common Stock Merger Consideration, as appropriate, pursuant to Paragraph 1A(v) above.

• Subject to the provisions of Section 3.1(a), and except as provided in Section 2.1(b) and Section 2.4, each Series A Preferred Share issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive the Per Share Series A Preferred Merger Consideration.

• Parent shall cause the Exchange Agent to make, and the Exchange Agent shall make, delivery of the Series A Preferred Merger Consideration and payment of the aggregate Merger Consideration, Operating Company Merger Consideration and Series B Preferred Merger Consideration out of the Exchange Fund in accordance with this Agreement.

• At the Effective Time, the total Liquidation Amount (as defined in Company's Certificate of Incorporation, as amended) due to all holders of the Series A Preferred in connection with the consummation of the Merger will not exceed the Series A Preferred Merger Consideration.

More Definitions of Series A Preferred Merger Consideration

Series A Preferred Merger Consideration shall have the meaning as set forth in Section 1.3(a)(vi).

Series A Preferred Merger Consideration means the aggregate value of the Merger Consideration as of the Effective Time less the Series B Preferred Merger Consideration.