Per Share Initial Merger Consideration definition

Examples of Per Share Initial Merger Consideration in a sentence

• Following the Survival Period Termination Date, the Allocation Schedule shall be updated by the Representative to reflect any adjustments to the Per Share Initial Merger Consideration.

• For the avoidance of doubt, in the event that the exercise price of any such cancelled Option is equal to or greater than the Per Share Initial Merger Consideration with respect to the shares of Common Stock subject to the Option, the holder of such cancelled Option shall not be entitled to receive any payment under this Section 2.02(c).

• The Paying Agent shall, pursuant to irrevocable instructions from Acquiror, deliver the Per Share Initial Merger Consideration in exchange for certificates theretofore evidencing Company Common Stock surrendered to the Paying Agent pursuant to Section 4.2(c).

• If the Per Share Initial Merger Consideration is to be paid to a person other than the person in whose name the surrendered Certificate or Certificates are registered, it will be a condition to receive the Per Share Initial Merger Consideration that the surrendered Certificate or Certificates shall be properly endorsed.

• If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Per Share Initial Merger Consideration to which the holder may be entitled pursuant to this Article IV.

• Notwithstanding any provision of this Agreement to the contrary, each share of Company Common Stock held in the treasury of the Company and each share of Company Common Stock, if any, owned by Acquiror or any direct or indirect wholly owned subsidiary of Acquiror or of the Company immediately prior to the Effective Time shall be cancelled and cease to exist and shall not be converted into the right to receive the Per Share Initial Merger Consideration.

• Prior to the Closing, Parent and the Company shall jointly designate a bank, trust or similar company (the “Paying Agent”), for the payment of the Per Share Initial Merger Consideration as provided in Section 3.1(b) and subsequent Price Adjustment Payments as provided in Section 3.1(f), Parent shall deposit, or cause to be deposited with the Paying Agent, immediately prior to the Effective Time, cash in an amount equal to the Exchange Fund.

• The Closing Statement shall provide for a calculation of the Closing Net Working Capital of the Business as of the Time of Possession (the “Preliminary Closing Net Working Capital”), provided, however, that the payment of the obligations required by Section 3.1(e)(vii) shall not result in a credit or debit for either Buyer of Seller to the calculation of the Preliminary Closing Net Working Capital.

• If between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, reclassification, recapitalization, split, division, combination or exchange of shares, there will be a proportionate adjustment made to the Per Share Initial Merger Consideration, the Adjustment Escrow Amount and the Indemnification Escrow Amount to reflect such change.

• The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Outstanding Shares for the Per Share Initial Merger Consideration.