Final Merger Consideration definition

Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

Final Merger Consideration shall have the meaning set forth in Section 1.9(f)(i).

Final Merger Consideration means the result equal to (A) the Base Merger Consideration, minus (B) the Indebtedness Payoff Amount, minus (C) the unpaid Transaction Expenses, plus (D) the Closing Net Working Capital Surplus, if applicable, minus (E) the Closing Net Working Capital Shortfall, if applicable, plus (F) Cash.

Examples of Final Merger Consideration in a sentence

• Because it is impossible to quantify the exact degree of the sale process mispricing, this decision does not give weight to the Final Merger Consideration.

• In no event shall Buyer, any of the Merger Subs or any of the Surviving Companies be responsible for payments to the Equityholders and the PIP Holders, in the aggregate, in excess of the Estimated Merger Consideration, except, if the Final Merger Consideration exceeds the Estimated Merger Consideration, as required by Section 3.10(c)(i).

• The Indemnifying Parties and Parent, Merger Subs and Final Surviving Corporation agree to treat any indemnity payment made pursuant to this Article VII as an adjustment to the Final Merger Consideration for all income Tax purposes.

• The Post-Closing Statement and the resulting Final Determination of the Company Group Final Merger Consideration shall become final and binding on the Parties on the date the Accounting Firm delivers its final resolution in writing to the Sellers’ Representative and Parent (which final resolution shall be requested by the parties to be delivered not more than 45 days following submission of such disputed matters), and such resolution by the Accounting Firm shall not be appealable.

• In addition to the foregoing adjustments and the adjustments contemplated by Section 2.7, the Merger Consideration or the Final Merger Consideration (as applicable) will be subject to further downward adjustment pursuant to Section 5.23(b)(iii).

More Definitions of Final Merger Consideration

Final Merger Consideration means an amount equal to: (a) the Base Value; plus (b) the Final Company Cash; minus (c) the Final Closing Indebtedness Amount; minus (d) the Final Closing Transaction Costs (in the case of Company Transaction Costs, to the extent not paid by the Company prior to the Closing); plus (e) the Final Trust Account Interest; minus (f) the Adjustment Escrow Amount; minus (g) the Stockholder Representative Expense Holdback Amount.

Final Merger Consideration has the meaning specified in Section 3.1(c).

Final Merger Consideration means the Closing Merger Consideration as finally adjusted pursuant to Section 2.4.

Final Merger Consideration means the Closing Merger Consideration as adjusted for any Contingent Consideration received (if any), including, the Net Adjustment Amount, the receipt of any Holdback Amount in accordance with this Agreement, and the Share Adjustment.

Final Merger Consideration means the result equal to (i) the Base Merger Consideration, plus (ii) Closing Cash, minus (iii) Closing Indebtedness, minus (iv) the Transaction Expenses, plus (v) the amount (if any) by which Closing Net Working Capital exceeds Target Net Working Capital, minus (vi) the amount (if any) by which Target Net Working Capital exceeds the Closing Net Working Capital, in each case, as finally determined pursuant to Section 1.07(b) or Section 1.07(c).

Final Merger Consideration means the amount equal to (a) the Closing Date Merger Consideration plus or minus (b) the Adjustment Amount, if any, payable in accordance with Section 3.8(a)(i) plus (c) any portion of the Escrow Amount and/or the Representative Holdback Amount that is ultimately released to the Securityholders pursuant to and in accordance with the terms of this Agreement and the Escrow Agreement.

Final Merger Consideration shall be calculated by recalculating the Estimated Merger Consideration using the Final Working Capital Amount in lieu of the Estimated Working Capital Amount, using the Final Funded Indebtedness in lieu of Estimated Funded Indebtedness, using Final Cash in lieu of Estimated Cash and using the Final Company Transaction Expenses in lieu of Estimated Company Transaction Expenses and otherwise using the components of Estimated Merger Consideration as set forth in the definition of Estimated Merger Consideration.