Share Merger Consideration definition

Share Merger Consideration means 3,250,000 Buyer Common Shares, subject to adjustment pursuant to Sections 1.10(a)(i) and 1.10(a)(ii).

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Share Merger Consideration means, with respect to each Class A Share, an amount in cash equal to the sum of:

Share Merger Consideration means 8,850,000 shares of Parent Common Stock.

Examples of Share Merger Consideration in a sentence

No Person who has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL shall be entitled to receive the Per Share Merger Consideration with respect to the Shares owned by such Person unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL.
In the event that the Company changes the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted.
The Per Share Merger Consideration will be issued in compliance with all applicable securities Laws and other applicable Laws and without contravention of any other person’s rights therein or with respect thereto.
Remittances for the Per Share Merger Consideration or the Per ADS Merger Consideration, as the case may be, shall not be sent to holders of Shares or ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as applicable, of their current contact details prior to the Effective Time.
At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest.
Parent, Merger Sub and the Company respectively agree that the Per Share Merger Consideration represents the fair value of the Shares for the purposes of Section 238(8) of the CICL.
Remittances for the Per Share Merger Consideration or the Per ADS Merger Consideration, as the case may be, shall not be sent to holders of Shares or ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as applicable, of their current contact details.
Parent and Merger Sub hereby agree that the aggregate Per Share Merger Consideration (as defined in the Merger Agreement) that is due and owing to the Shareholder as a result of the Merger will be paid and delivered to the Shareholder at the Effective Time (as defined in the Merger Agreement).
No Parent Shares issued in connection with the Merger shall be issued at a lower price per share than the Parent Shares issued hereunder (it being understood that the Parent Shares issued hereunder are deemed to be issued at a price per share based on each Rollover Share having a value equal to the Per Share Merger Consideration).
Payment of the Per Share Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer books or ledger of the Company.

More Definitions of Share Merger Consideration

Share Merger Consideration means the total portion of the Merger Consideration payable hereunder to the Shareholders in the Merger.

Share Merger Consideration means a number of shares of Parent Common Stock (deemed to have a value of $10.00 per share) equal to the quotient (rounded down to the nearest whole number) obtained by dividing (a) the sum of (i) the Base Merger Consideration, plus (ii) the Aggregate Exercise Price, plus (iii) the Closing Cash, minus (iv) the Closing Indebtedness, minus (v) the Sponsor Promote Value, minus (vi) the Company Transaction Expenses, minus (vii) the Parent Transaction Expenses, by (b) the Reference Price; provided, however, that, solely for purposes of this definition, in no event shall the sum of the Parent Transaction Expenses and the Company Transaction Expenses exceed $25,000,000.

Share Merger Consideration means an aggregate of 3,516,530 shares of common stock, par value $.01 per share, of JEI ("JEI Common Stock"), together with any and all rights attached thereto or associated therewith, including but not limited to the rights to purchase Series A Junior Preferred Stock of JEI as set forth in that certain Rights Agreement dated as of July 11, 1994, subject to (i) adjustment by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange or similar stock event, (ii) reduction for any adjustment effected pursuant to Section 2.02 and (iii) a holdback of such number of shares of JEI Common Stock that would be issuable in respect of all Dissenting Shares if such Dissenting Shares were ultimately deemed to be converted into the right to receive the portion of the Share Merger Consideration attributable to such Dissenting Shares (the "Withheld Shares"). The Share Merger Consideration shall be distributed in accordance with instructions delivered by CRC to JEI not less than three (3) business days prior to the Closing Date. The Withheld Shares shall be distributed or canceled as provided in paragraph (d) of this Section 2.01.

Share Merger Consideration means the Closing Share Merger Consideration and the Milestone Shares.

Share Merger Consideration shall have the meaning set forth in Section 2.01(a); "Spinco" shall have the meaning set forth in the second "Whereas" clause; "Spinco Businesses" shall have the meaning set forth in the second "Whereas" clause; "Spinco Interests" shall have the meaning set forth in Section 1.02; "Spinoff" shall have the meaning set forth in the second "Whereas" clause; "Spinoff Tax Liability" shall have the meaning set forth in Section 2.02(d)(i); "Stockholders' Meetings" shall have the meaning set forth in Section 3.04(b); "Stock Plan" shall have the meaning set forth in Section 2.03(a); "Stub Period Diverted Asset Amount" shall have the meaning set forth in Section 2.02(c)(i)(A); "Surviving Corporation" shall have the meaning set forth in the Preamble; "Tax" or "Taxes" shall have the meaning set forth in Section 4.01(l); "Tax Attributes" shall have the meaning set forth in Section 2.02(d)(ii)(B); "Tax Authority" shall have the meaning set forth in Section 4.01(l); "Tax Returns" shall have the meaning set forth in Section 4.01(l); "Tax Sharing Agreement" shall have the meaning set forth in Section 5.02(m); "Updated November 30 Balance Sheet" shall have the meaning set forth in Section 2.02(a)(i); "Withheld Shares" shall have the meaning set forth in Section 2.01(a).