Share Exchange Consideration definition

Share Exchange Consideration means the Aggregate Cash Consideration plus the Aggregate Stock Consideration.
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Share Exchange Consideration shall have the meaning given to it in Section 1.01;
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Share Exchange Consideration has the meaning set forth in Section 1.03(d).
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Examples of Share Exchange Consideration in a sentence

  • Until surrendered as contemplated by this Section 3.03, each certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Share Exchange Consideration that the holder thereof has right to receive pursuant to the provisions of this Article III.

  • If any Certificate or Uncertificated Shares shall not have been surrendered prior to the date on which the related Share Exchange Consideration would, pursuant to applicable Law, escheat to or become the property of any Governmental Entity, any such Share Exchange Consideration shall, to the extent permitted by applicable Law, immediately prior to such time, become the property of the Company, free and clear of all claims or interests of any Person previously entitled thereto.

  • Neither Parent nor the Company shall be liable to any Public Shareholder for any Share Exchange Consideration in respect of Public Shares (or dividends or distributions with respect thereto) delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Share Exchange Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II.

  • Prior to the Closing Date, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment of the Share Exchange Consideration, the Equity Award Amounts and the Director Stock Equivalent Amounts in accordance with this Article II and, in connection therewith, shall enter into an agreement with the Paying Agent in the form reasonably acceptable to the Company (the “Paying Agency Agreement”).

  • Prior to the Effective Time, Parent shall appoint a commercial bank or trust company headquartered in New York City reasonably acceptable to the Company to act as exchange agent hereunder for the purpose of exchanging Shares for the Share Exchange Consideration (the "EXCHANGE AGENT").

  • On the Closing Date, the Company shall provide to Purchaser an affidavit, dated as of the Closing Date, signed under penalty of perjury, and in form and substance required under the Treasury Regulations issued pursuant to Section 1445(f) and Section 897 of the Code, so that Purchaser is exempt from withholding any portion of the aggregate Share Exchange Consideration under Section 1445 of the Code.

  • On or after the Effective Time, any Certificates presented to the Exchange Agent or Parent for any reason shall be converted into the Share Exchange Consideration with respect to the Shares formerly represented thereby, any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 2.7 and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.5.

  • As of the Effective Time, each Company Stock Equivalent issued under a Specified Deferred Compensation Plan that is outstanding immediately prior to the Effective Time shall cease to represent the right to the equivalent in value and rate of return to a share of Company Common Stock and shall instead be converted into the right to receive an amount in cash equal to the Share Exchange Consideration (such amount, the “Stock Equivalent Amount”).

  • If any Certificate shall not have been surrendered prior to the date on which the related Share Exchange Consideration would escheat to or become the property of any Governmental Entity, any such Share Exchange Consideration shall, to the extent permitted by applicable Law, immediately prior to such time become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.


More Definitions of Share Exchange Consideration

Share Exchange Consideration means (a) all shares of IVG capital stock ("EXCHANGE SHARES") issued pursuant to the share exchange between IVG and certain shareholders of Swan, dated July/August 2000 (the "SHARE EXCHANGE"), (b) all warrants for IVG Stock issued pursuant to the subsequent warrant exchange between IVG and certain holders of Exchange Shares ("EXCHANGE WARRANTS"), and (c) all shares issued pursuant to the exercise of Exchange Warrants ("WARRANT SHARES"). For each Exchange Share requested to be exchanged, the requesting holder shall receive that number of shares of Swan Stock for which such Exchange Share was originally exchanged pursuant to the Share Exchange. For each Exchange Warrant requested to be exchanged, the requesting holder shall receive that number of shares of Swan Stock for which the shares of IVG capital stock exchanged for such warrant were originally exchanged pursuant to the Share Exchange. For each Warrant Share requested to be exchanged, the requesting holder shall receive that number of shares of Swan Stock for which the shares of IVG capital stock exchanged for the underlying Exchange Warrant were originally exchanged pursuant to the Share Exchange. This Section 8 shall terminate upon the six (6) month anniversary of the Effective Date.
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Share Exchange Consideration means the aggregate consideration to be received for all of the shares of Chickamauga Stock.
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Share Exchange Consideration shall be determined on the basis of the Exchange Ratio set forth at Schedule 1.1 hereof, and shall be defined as at Section 1.1(a).
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Share Exchange Consideration means the Promissory Note and the MMT and Multiband shares transferred pursuant to Section 2.1 of this Agreement.
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Share Exchange Consideration has the meaning ascribed to such term in Section 2.2(e) hereto;
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Share Exchange Consideration shall have the meaning set forth in Section 2.4.
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Related to Share Exchange Consideration

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

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

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

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

  • Share Exchange has the meaning set forth in Section 2.1.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Share Exchange Agreement has the meaning specified in the Recitals.

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

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

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

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

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

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

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

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

  • 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.

  • Scheme Consideration means, in respect of:

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

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

  • 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.