Merger Consideration Adjustment has the meaning specified in Section 3.5(a).
Merger Consideration Adjustment means any adjustment to the Merger Consideration made pursuant to Section 1.5(e).
Merger Consideration Adjustment as defined in Section 2.1(e)(ii);
Examples of Merger Consideration Adjustment in a sentence
The independent accounting firm shall make its determination of the Merger Consideration Adjustment, if any, within thirty (30) days of its selection.
The term "Proposed Merger Consideration Adjustment" shall have the meaning set forth in Section 2.11(b).
The term "Merger Consideration Adjustment Amount" shall have the meaning set forth in Section 2.12(c).
The Merger Consideration Adjustment shall take account of the reduction, if any, to the Merger Consideration already taken pursuant to Section 2.2(c)(i).
The Event Date in the case of a Guaranteed Merger Consideration Adjustment at Closing shall be the Closing Date.
More Definitions of Merger Consideration Adjustment
Merger Consideration Adjustment means an amount per Share, Class A Exchanged Share and Class B Exchanged Share, as the case may be, calculated by adding (1) all unpaid Initial Adjustment Amounts divided by the number equal to the number outstanding immediately prior to the Effective Time (but after the Exchange Date and before the cancellation of the Restricted Stock under Section 2.06), of (i) Exchanged Shares, (ii) Class A Exchanged Shares and Class B Exchanged Shares, (iii) Shares subject to Cash Out Options, (iv) Shares subject to Options with an exercise price below the Merger Consideration (after giving effect to Adjustment Amounts previously paid or being paid to such Option holder at the time of the calculation) and (v) 10% of the Shares of New Restricted Stock ( as defined herein) (clauses (i), (ii), (iii), (iv) and (v) together, the "Initial Denominator") and (2) all unpaid Subsequent Adjustment Amounts divided by the Denominator (as defined herein). "Denominator" shall mean a number equal to sum of (i) the Initial Denominator and (ii) 90% of the Shares of the Restricted Stock outstanding immediately prior to the Effective Time and before the cancellation of the Restricted Stock under Section 2.06(b). To the extent any part of the Merger Consideration Adjustment is received prior to the Effective Time, that part of the Merger Consideration Adjustment shall be paid with the Base Merger Consideration, Class A Base Merger Consideration and Class B Base Merger Consideration, as the case may be, in accordance with Section 2.07. To the extent any part of the Adjustment Amount is received after the Effective Time, that part of the Merger Consideration Adjustments shall be paid by the Surviving Corporation at the 30th day after the earlier of (i) receipt by the Surviving Corporation of proceeds representing Adjustment Amounts aggregating $5.0 million in excess of previously paid Adjustment Amounts and (ii) the date upon which all amounts which could represent an Adjustment Amount are received by the Company or the Surviving Corporation, as the case may be. Payment of Merger Consideration Adjustments shall be without interest thereon.
Merger Consideration Adjustment has the meaning set forth in Section 2.7(a).
Merger Consideration Adjustment means, subject to final determination based on the Final Closing Date Balance Sheet, the aggregate of (A) the amount by which the Closing Date Debt exceeds $2,000,000, and (B) either (1) increased by the amount, if any, by which theClosing Date Net Working Capital is less than $1,351,000, or (2) decreased by the amount, if any, by which the Closing Date Net Working Capital is in excess of $1,351,000.
Merger Consideration Adjustment means an estimate, prepared by UniSite and not reasonably objected to by ATC; (it being understood, however, that ATC may only object in the manner prescribed in Section
Merger Consideration Adjustment has the meaning set forth in Section 2.16(a)(ii) of this Agreement.
Merger Consideration Adjustment has the meaning set forth in Section 2.7(f)(i) below.
Merger Consideration Adjustment means an estimate, prepared by UniSite and not reasonably objected to by ATC; (it being understood, however, that ATC may only object in the manner prescribed in Section 3.5 (iii)), of (a) the cost to complete construction of 600 towers less the number of UniSite's Completed Towers as of December 28, 1999, which, in the case of towers not yet erected shall be based on the 22 least expensive towers that UniSite represents and warrants are scheduled for completion, in accordance with past practices and experience, by January 31, 2000, as identified by UniSite, and (b) the aggregate amount of adjustments, if any, referred to in Sections 7.2(d), (f), (j), and (l). Such estimate shall identify, as of December 28, 1999, the number of towers that were Completed Towers, the number of towers that were erected, but that require additional work to meet the "Completed Tower" definition, and the number of towers scheduled for completion by January 31, 2000.