Base Merger Consideration Sample Clauses

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Base Merger Consideration. 3 CCC.......................................................................... 1
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Base Merger Consideration. (a) For purposes of this Agreement, the "Base Merger Consideration" shall be $14,700,000. Of the Base Merger Consideration, $7,350,000 shall be paid in cash at Closing (as defined in Section 4.1) in immediately available funds. The remaining $7,350,000 of the Base Merger Consideration shall be paid at Closing in shares of CCC Common Stock valued at a price per share (the "Merger Price") which the parties hereto irrevocably agree is equal to the sum of (i) the closing price of CCC Common Stock on March 25, 1998, plus (ii) the "Interim Period Average" (as such term is defined below), plus (iii) the closing price of CCC Common Stock on the date that is three days prior to the Closing, divided by 3. Interim Period Average means the sum of the closing prices of CCC Common Stock on every trading day from and including the date referenced in clause (i) above and through and including the date referenced in clause (iii) above, divided by the number of trading days included in such period. The closing price of CCC Common Stock on a trading day, for purposes of this Section, shall be the day's last trade price as reported on the Nasdaq National Market (or if no trade price is reported for any such day, the average of the last bid and ask prices for the CCC Common Stock). The shares of CCC Common Stock to be issued in respect of the Base Merger Consideration shall be registered under the Securities Act of 1933, as amended (the "1933 Act"), and approved for quotation on the Nasdaq National Market.
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Base Merger Consideration. 3 beneficial ownership........................................................70
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Base Merger Consideration. (a) Each of the shares of the Common Stock of Seller ("Seller Common Stock") that, immediately prior to the Effective Time, is held by Seller as treasury stock shall be canceled, and no consideration shall be delivered with respect thereto. (b) Each of the shares of Seller Common Stock issued and outstanding immediately prior to the Effective Time of the Merger shall be canceled and extinguished and converted into the right to receive such number of shares of the Buyer's Common Stock determined by dividing 90,000 by the total number of shares of Seller Common Stock issued and outstanding immediately prior to the Effective Time of the Merger. The consideration to be received in respect of each share of Seller Common Stock pursuant to this Section 2.6 is referred to as the "Merger Consideration."
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Base Merger Consideration. The “Base Merger Consideration” shall consist of Seventy-Eight Million Seven Hundred Thousand Dollars ($78,700,000) minus the sum of (i) the Outstanding Indebtedness, (ii) the Transaction Expenses, (iii) the Closing Transaction Incentive Plan Payments, (iv) the Supplemental Bonus Plan Payments, and (v) the Escrow Fund.
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Base Merger Consideration. If the AEP stockholders approve the base merger consideration proposal and the mergers are completed, each share of AEP common stock will be converted into the right to receive, at the holder’s election and subject to the exceptions discussed below, 2.5011 shares (which we refer to as the “exchange ratio”) of Berry common stock (which we refer to as the “stock consideration”) or $110.00 in cash (which we refer to as the “cash consideration” and, collectively with the stock consideration, the “base merger consideration”). Because the exchange ratio is a fixed number, the value of the stock consideration will fluctuate before the completion of the mergers, and will also fluctuate between the completion of the mergers and the time you receive any Berry common stock. You should obtain current stock price quotations for Berry common stock and AEP common stock before you vote and before you make your election of your preferred form of merger consideration. Holders of AEP common stock, even if they make a valid election and the base merger consideration becomes payable, will not know or be able to calculate until after the completion of the mergers whether and to what extent they will be subject to the proration and adjustment procedures described below, and consequently to what extent they will receive cash consideration and/or stock consideration in accordance with their election. In the event the base merger consideration becomes payable, any holder of AEP common stock who does not make a valid election in his, her or its form of election will receive cash, Berry common stock or a mixture of cash and Berry common stock, based on what is available after giving effect to the valid elections made by other AEP stockholders, as well as the proration and adjustments described below. In addition, AEP stockholders may specify different elections with respect to different shares held by such stockholders (for example, a stockholder with 100 shares could make a cash election with respect to 50 shares and a stock election with respect to the other 50 shares).
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Base Merger Consideration i. For purposes of this Agreement, the "Base Merger Consideration" ------------------------- shall be $12,000,000, as adjusted pursuant to this Section 2.2 and Section 3.1. Of the Base Merger Consideration, $9,000,000 shall be paid in cash at Closing in immediately available funds. The remaining $3,000,000 of the Base Merger Consideration shall be paid in shares of CCC Common Stock valued at $21.00 per share (the "Merger Price"). The 142,857 shares of CCC Common Stock to ------------ be issued in respect of the Base Merger Consideration (subject to adjustment as provided in this Section 2.2 and Section 3.1) shall be registered under the Securities Act of 1933, as amended (the "1933 Act"). --------- ii. The Base Merger Consideration has been calculated based upon several factors, including the assumption that the net worth of the Company, calculated in accordance with generally accepted accounting principles ("GAAP") consistently applied, but in any ---- event excluding any material increase in intangible assets of the Company since December 31, 1997, shall be equal to or greater than $3,200,000 (the "Net Worth Target") as of the Closing and ---------------- that earnings of the Company before interest and taxes, computed in accordance with GAAP consistently applied throughout the periods involved but adjusted to reflect the add-back of those nonrecurring costs that are specified on SCHEDULE 5.9(B) hereto ("Adjusted EBIT"), for the twelve month period ended December 31, ------------- 1997 shall have been equal to or greater than $2,750,000 (the "1997 Adjusted EBIT Target"). -------------------------- iii. If, on the Closing Financial Certificate (as defined in Section 8.9), the Certified Closing Net Worth (as defined in Section 8.9) is less than the Net Worth Target, then the Base Merger Consideration to be delivered to the Stockholder may, at CCC's election, be reduced either (i) at the Closing, or (ii) after completion of the Post-Closing Audit (as defined in Section 3.1), by the difference between the Net Worth Target and the Certified Closing Net Worth set forth on the Closing Financial Certificate (which reduction shall be pro rata in cash and in CCC Common Stock valued at the Merger Price in the same proportions as the cash and CCC Common Stock components of the Base Merger Consideration as provided in Section 2.2(a)). iv. In addition to any reduction to the Base Merger Consideration described in Section 2.2(c), if, on the Closing Financial Certificat...
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Related to Base Merger Consideration

  • Recitals Merger Consideration Section 2.4(a) Merger Sub.......................................

  • Merger Consideration Each share of the common stock, par value $0.01 per share, of the Company (a “Share” or, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties (but not including Shares held by the Company in any “rabbi trust” or similar arrangement in respect of any compensation plan or arrangement) and (ii) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (each Share referred to in clause (i) or clause (ii) being an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive $27.25 per Share in cash, without interest (the “Per Share Merger Consideration”). 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) and each non-certificated Share represented by book-entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent the right to receive the payment to which reference is made in Section 4.2(f).

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Payment of Merger Consideration (a) As soon as reasonably practicable after the Effective Time, the Surviving Entity (or its successor in interest) shall deliver to each holder of SPE LLC Interests whose SPE LLC Interests have been converted into the right to receive the Merger Consideration pursuant to Section 1.05(b) hereof, the Merger Consideration payable to such holder in the amounts and form provided in Section 1.05(b) hereof. The issuance of the OP Units and admission of the recipients thereof as limited partners of the Operating Partnership pursuant to Section 1.05(b) shall be evidenced by an amendment to Exhibit A of the Operating Partnership Agreement, and the Operating Partnership shall deliver, or cause to be delivered, an executed copy of such amendment to each Pre-Formation Participant receiving OP Units hereunder. Each certificate representing REIT Shares issuable as Merger Consideration shall bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE CORPORATION AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF % (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF % OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP SET FORTH IN (I) THROUGH (III) ABOVE ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY TAKE OTHER ACTIONS, INCLUDING REDEEMING SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE AND ABSOLUTE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE. (b) The Surviving Entity (or its successor in interest) shall not be liable to any holder of SPE LLC Interests for any portion of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (c) So long as some portion of the Merger Consideration is in the form of OP Units, the parties hereto intend and agree that, for United States federal income tax purposes, the Merger shall constitute an “assets-over” partnership merger within the meaning of Treasury Regulations Section 1.708-1(c)(3)(i), and, as a result, that (i) any payment of cash or REIT Shares for SPE LLC Interests of such holder shall be treated as a sale of such SPE LLC Interests by the holder and a purchase of such SPE LLC Interests by the Operating Partnership for the cash and/or REIT Shares so paid under the terms of this Agreement in accordance with Treasury Regulations Section 1.708-1(c)(4), and (ii) each such holder of SPE LLC Interests who accepts cash and/or REIT Shares shall explicitly agree and consent (the “Sale Consent”) to such treatment in their Consent Form as a condition to electing such consideration. To the extent the Operating Partnership acquires any SPE LLC Interests as described above, or previously acquired such interests, for United States federal income tax purposes the receipt by the Operating Partnership of the portion of property attributable to such SPE LLC Interests shall be treated as a distribution by the SPE LLC in redemption of such SPE LLC Interests. Notwithstanding Section 1.05(b) and any holder’s election as to the form of their Merger Consideration, if any holder (other than a non-accredited investor) fails to execute a Sale Consent prior to the Closing, such holder’s Merger Consideration shall consist solely of OP Units. Any cash paid as the Merger Consideration to a non-accredited investor for a SPE LLC Interests shall be paid only after the receipt of a Sale Consent from such holder.