Merger Consideration Sample Clauses

Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of Acquisition, OilQuip, or A-C: (a) Each share of OilQuip Common Stock, issued and outstanding immediately prior to the Effective Time will be converted, without any action on the part of the holders thereof (the "Shareholders"), into (i) 40 shares of the common stock, par value $0.15 per share, of A-C ("A-C Common Stock"), and (ii) the right to receive 960 shares of Common Stock on the Amendment Date (as defined in Section 7.11); provided that no fractional shares of A-C Common Stock shall be delivered (and the number of shares of A-C Common Stock to be delivered to any Shareholder shall be rounded down to the nearest whole number) and the Shareholders shall not be entitled to cash in lieu of fractional shares; provided further that no more than an aggregate of 10,000,000 shares of A-C Common Stock shall be issued or issuable at the Effective Time and on the Amendment Date pursuant to the Merger. Immediately following the Effective Time, the Shareholders shall deliver to A-C the certificates representing the OilQuip Common Stock, and A-C shall cause A-C's transfer agent to deliver to the Shareholders certificates representing the A-C Common Stock described in (i) above in accordance with Exhibit A hereto; and immediately following the Amendment Date, A-C shall cause A-C's transfer agent to deliver to the Shareholders certificates representing the A-C Common Stock described in clause (ii) above in accordance with Exhibit A. The A-C Common Stock issued pursuant to this Section 3.1(a) shall be duly authorized, fully paid and non-assessable. The Shareholders shall have no right to transfer or assign the right to receive the A-C Common Stock prior to the issuance thereof. (b) Each share of Acquisition Common Stock issued and outstanding immediately prior to the Effective Time will be converted, without any action on the part of the holder thereof, into one (1) duly and validly issued, fully paid and non-assessable share of OilQuip Common Stock. All shares of A-C Common Stock issued in accordance with Section 3.1 shall be deemed to be in full satisfaction of all rights pertaining to shares of OilQuip Common Stock held by the Shareholders, and shall be duly authorized, fully paid and non-assessable.

Merger Consideration. The aggregate consideration to be paid by Parent for the Company Common Stock in accordance with the allocation set forth on Schedule A (the “Merger Consideration”) is (i) 462,746 shares (the “Basin Shares”) of its Common Stock, par value $0.001 per share (“Basin Common Stock”) and (ii) $6,652,732 (the “Cash Consideration”), subject to the Estimated Cash Consideration Adjustment and the Final Cash Consideration Adjustment; provided, that, (x) One Million Two Hundred Fifty Thousand Dollars ($1,250,000) of the Merger Consideration (such amount, allocated to the Stockholders in accordance with the percentages set forth on Schedule A, the “Indemnity Escrowed Funds”) shall be deposited with an agent, which shall be a bank or a trust company organized under the laws of the United States of America or any of the States, having a combined capital and surplus of not less than $100,000,000 selected by the Parent and the Stockholders’ Representative, and which shall initially be Computershare Trust Company, N.A. (the “Escrow Agent”), to be held in an account (the “Indemnity Escrow Account”) and will be released along with any other property in the Indemnity Escrow Account in accordance with the terms of the escrow agreement in the form attached hereto as Exhibit B (the “Escrow Agreement“) and ARTICLE XI hereof, (y) Seven Hundred Fifty Thousand Dollars ($750,000) of the Merger Consideration (such amount, allocated to the Stockholders in accordance with the percentages set forth on Schedule A, the “Working Capital Escrowed Funds”) shall be deposited with the Escrow Agent, to be held in an account (the “Working Capital Escrow Account”) and will be released along with any other property in the Indemnity Escrow Account in accordance with the terms of the Escrow Agreement and Section 3.03 hereof, and (z) Three Hundred Ninety-Two Thousand Six Hundred Fifty Dollars ($392,650) of the Merger Consideration shall be paid to certain financial and legal advisors to the Company in connection with the consummation of the transactions contemplated hereby (the “Company Transaction Expenses”). Notwithstanding any other provision of this Agreement to the contrary, it is the intent of the parties that the consummation of Merger I and Merger II, taken together, as two intertwined steps of an overall pre-arranged transaction, qualify as a reorganization described in Section 368(a) of the Code. Furthermore, the parties agree that at the request of Company, the portion of the Merger Consider...

Merger Consideration. After the Effective Time, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or ...

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).

Merger Consideration. At the Effective Time, each share of Instron Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive the Cash Merger Consideration. All such shares of Instron Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stock.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) Each issued and outstanding share of common stock, par value $.01 per share, of Merger Sub immediately prior to the Effective Time shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation, and the Surviving Corporation shall be a wholly-owned subsidiary of Parent. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock of Merger Sub shall, following the Merger, evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) Each share of Company Common Stock, together with the associated Company Right, issued and outstanding and owned by the Company, Parent, Merger Sub, or any Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) Subject to the other provisions of this Section 4.1, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, together with the associated Company Right (excluding any shares of Company Common Stock canceled pursuant to Section 4.1(b) and any Dissenting Shares) shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive cash in the amount of $7.25 (or any higher price per share paid pursuant to the Offer) for each whole share of Company Common Stock and the associated Company Right. (d) At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, Stockholders, other than to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article 4. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Parent GP, Merger Sub, the Partnership, Partnership GP or any holder of Parent securities or Partnership Units: (a) All of the limited liability company interests in Merger Sub outstanding immediately prior to the Effective Time will be automatically converted into the sole limited partner interest in the Partnership. (b) The general partner interest in the Partnership issued and outstanding immediately prior to the Effective Time will remain outstanding in the Surviving Entity in the form set forth in the Existing Partnership Agreement, and Partnership GP, as the holder of such general partner interest, will continue as the sole general partner of the Surviving Entity as set forth in the Existing Partnership Agreement. At the Effective Time, the books and records of the Partnership will be revised to reflect that all limited partners of the Partnership immediately prior to the Effective Time cease to be limited partners of the Partnership pursuant to the terms of this Agreement and that Parent is the sole limited partner of the Partnership, and the Partnership will continue without dissolution. Immediately prior to the Merger (but following the ATLS Merger), ATLS shall distribute all of the equity interests in Partnership GP to TRGP, which shall immediately thereafter contribute such interests to Parent. (c) Each Partnership Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Units) will be converted into the right to receive (i) 0.5846 Parent Units (the “Equity Consideration,” and such ratio, the “Exchange Ratio”), which Parent Units will be duly authorized and validly issued in accordance with applicable Laws and the Parent Agreement, (such Parent Units described in this clause (c) are referred to herein as the “New Common Units”) and (ii) cash in amount of $1.26 (the “Cash Consideration” (which shall not include any cash paid by Parent in connection with the Class E Preferred Unit Redemption) and together with the Equity Consideration, the “Merger Consideration”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all Partnership Units owned immediately prior to the Effective Time by the Partnership or its wholly owned Subsidiaries or by Parent or its wholly owned Subsidiaries (collectively, the “Excluded Units”) will automatically be cancell...

Merger Consideration. (a) The total consideration to be paid to Paying Agent, in trust and for the benefit of the Company Stockholders, in respect of the Merger shall consist of the Merger Consideration, less the aggregate number of shares of Acquiror Common Stock underlying Acquiror Options (such shares, the “Assumed Acquiror Option Shares”), less the aggregate number of shares of Acquiror Common Stock underlying Assumed Warrants (such shares, the “Assumed Acquiror Warrant Shares”), less the aggregate number of shares of Acquirer Common Stock underlying Acquiror Restricted Stock Unit Awards (such shares, the “Assumed Acquiror RSU Shares”) in each case as set forth herein (such aggregate consideration to be paid to the Company Stockholders, the “Closing Merger Consideration”). (b) At the Effective Time, Acquiror shall deposit with the Paying Agent, or shall cause to be deposited with the Paying Agent, to be held in trust for the benefit of the Company Stockholders and for the purpose of exchanging certificates for Company Shares (collectively, the “Certificates”), if any, representing the Company Common Shares and each Company Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, by evidence of book-entry shares, an aggregate number of shares of Acquiror Common Stock equal to the Closing Merger Consideration. All shares of Acquiror Common Stock in book-entry form deposited with the Paying Agent shall hereinafter be referred to as the “Paying Agent Fund”. The Paying Agent Fund shall be subject to the terms of this Agreement and the Paying Agent Agreement. Subject to Section 3.02 and Section 3.07, at the Closing, Acquiror shall cause to be issued or paid from the Paying Agent Fund to each Company Stockholder that holds Company Common Shares immediately prior to the Effective Time (including holders of shares of Company Common Shares resulting from the Note Conversion and the Preferred Conversion but excluding, for the avoidance of doubt, holders of (i) Company Common Shares underlying any Company Options, Company Warrants and Company Restricted Stock Unit Awards (solely to the extent relating to Company Common Shares underlying any Company Options, Company Warrants and Company Restricted Stock Unit Awards), (ii) Excluded Shares or (iii) Company Dissenting Shares) who has delivered to the Paying Agent, at least three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, along wi...

Merger Consideration. Each ordinary share, par value US$0.01 per share, of the Company (a “Share” or, collectively, the “Shares”), including Shares represented by American Depositary Shares, each representing fifty (50) Shares (the “ADSs”) issued and outstanding immediately prior to the Effective Time, other than Excluded Shares (as defined below) shall be cancelled in exchange for the right to receive US$0.0812 in cash per Share without interest (the “Per Share Merger Consideration”). As each ADS represents fifty (50) Shares, each ADS issued and outstanding immediately prior to the Effective Time, other than ADSs representing Excluded Shares, shall represent the right to receive US$4.06 in cash without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided, that in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail. At the Effective Time, all of the Shares, including Shares represented by ADSs, shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members of the Company will be amended accordingly. Each Share (other than Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares shall thereafter represent only the right to receive the applicable payments set forth in Section 3.02(e). For the purposes of this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by each of Parent, its direct and indirect shareholders and their respective Affiliates (including Merger Sub) immediately prior to the Effective Time including, for the avoidance of doubt, each Rollover Share contributed to Parent by the Rollover Shareholders in accordance with the Rollover Agreement and each Additional Rollover Share (if any) contributed to Parent by any Rollover Shareholders in accordance with the Additional Rollover Agreements (if any), and (ii) Shares (“Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their dissenter’s rights pursuant to Section 238 of the Cayman Companies Law (“Dissenting Shareholders”).