Replies to post #14504 on Sears Holdings Corp. (fka SHLDQ)

[linda1]

I didn’t find a definition online for
“ Securities Consideration “ but I did find one
for “ Consideration Securities “.

https://www.lawinsider.com/dictionary/consideration-securities

Do you think it could mean that the Buyer
has 100 % control over what happens to the
Common Shares?


Example of Consideration Securities:

“ Notwithstanding any other provision of this
Agreement, no fractional Consideration Securities
will be issued in the Transaction.
The Consideration Securities shall be issued to
Tomkins Engineering in partial consideration for
the Equity Interests of Schrader Electronics.

In such event, the Advent Stockholders shall
have the obligation to cause to be paid to such
Seller in lieu thereof, against delivery of the
certificates for Shares, an amount in cash equal
to the Fair Market Value of such Shares as
of the date such Consideration Securities would
have been issued in exchange for such Shares.

None of the Consideration Securities will be
transferable except in accordance with restrictions
described more fully in the Offering Memoranda.
After completion of the purchase and sale of the
Purchased Shares and the issuance of the
Consideration Securities provided for herein,
the rights of indemnification set out in this Article 6
shall be the sole and exclusive remedies of the Parties
under or in connection with this Agreement and
shall be exclusive of all other remedies to which the
Parties would otherwise be entitled at law or in equity. “