Stock Election Consideration definition

Stock Election Consideration shall have the meaning set forth in Section 3.1.2 hereof.
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Stock Election Consideration has the meaning set forth in Section 1.6(b)(ii).
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Stock Election Consideration shall have the meaning ascribed to it in Section 2.1(g)(iii)(A).
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Examples of Stock Election Consideration in a sentence

  • Because the aggregate number of shares of Crescent Class A Common Stock issuable as Stock Election Consideration or Mixed Consideration in the Mergers would represent greater than each of the foregoing thresholds, stockholder approval of the Crescent Stock Issuance is required under the NYSE rules and regulations.

  • As part of this engagement, the SilverBow Board requested that Evercore evaluate the fairness of the Stock Election Consideration Exchange Ratio pursuant to the Merger Agreement, from a financial point of view, to the holders of SilverBow Common Stock (other than Excluded Shares).

  • If the Mergers are completed, each issued and outstanding eligible share of SilverBow Common Stock will be converted into the right to receive the Merger Consideration consisting of either the Cash Election Consideration, the Mixed Consideration or the Stock Election Consideration.

  • The Exchange Ratio for each of the Mixed Consideration and the Stock Election Consideration is fixed, and there will be no adjustment to the Merger Consideration for changes in the market price of Crescent Class A Common Stock or SilverBow Common Stock prior to the completion of the Mergers.

  • A SilverBow stockholder making an election other than Stock Election Consideration may not receive the form of Merger Consideration that it elects.


More Definitions of Stock Election Consideration

Stock Election Consideration. Section 2.1(a)
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Stock Election Consideration refer to the 3.125 shares of Crescent Class A Common Stock available to be received by SilverBow stockholders as consideration for each share of SilverBow Common Stock pursuant to the Merger Agreement;
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Stock Election Consideration has the meaning specified in Section 3.1(a)(i).
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Stock Election Consideration means (a) with respect to Ordinary Stock Electing Shares, the Ordinary Stock Election Consideration, (b) with respect to the BHC Stock Electing Shares, the BHC Stock Election Consideration and (c) with respect to the Non-Voting Stock Election Shares, the Non-Voting Stock Election Consideration.
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Stock Election Consideration and, together with the stock portion of the Mixed Consideration, the “Stock Consideration”); provided, however, that if the Available Cash Election Amount exceeds the Cash Election Amount and the number of No Election Shares is less than the Cash Election Shortfall Number (as defined below), then each Stock Election Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the Cash Proration Amount divided by the number of Stock Election Shares and (B) a number of shares of Parent Common Stock equal to the product of (1) the Exchange Ratio and (2) a fraction, the numerator of which shall be the Cash Election Consideration minus the amount calculated in clause (A) above and the denominator of which shall be the Cash Election Consideration. The “Cash Proration Amount” means an amount equal to (a) the Cash Election Shortfall Amount (as defined below) minus (b) the product of the number of No Election Shares and the Cash Election Consideration. For the avoidance of doubt, if the Available Cash Election Amount exceeds the Cash Election Amount but the number of No Election Shares is greater than or equal to the Cash Election Shortfall Number, each Stock Election Share shall be converted into the right to receive the Stock Election Consideration.
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Stock Election Consideration as follows:
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Related to Stock Election Consideration

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

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

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

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

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

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.