Total Merger Consideration definition

Total Merger Consideration has the meaning set forth in Section 2.2(a).

Total Merger Consideration means the sum of (i) the Adjusted Merger Consideration, (ii) plus an amount equal to the portion of any Escrow Amount delivered to the Depository Agent for the benefit of the Company Holders pursuant to Section 8.3(g) and (iii) plus an amount equal to the portion of any Stockholder Representative Fund Amount released for the benefit of the Company Holders pursuant to Section 8.4(c).

Total Merger Consideration means either:

Examples of Total Merger Consideration in a sentence

• Until so surrendered and exchanged, each outstanding Certificate after the Effective Time shall be deemed for all purposes to evidence only the right to receive the Total Merger Consideration set forth herein.

• The Company Securityholders, the Representative and Parent agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article 11 as adjustments to the Total Merger Consideration for all Tax purposes, to the maximum extent permitted by Applicable Law.

• The US 97 Bend North Corridor project includes a new travel corridor for US 97, improved intersections, ramps, auxiliary lanes, grade- separations, and pedestrian and bicycle facilities to aid with congestion and improve safety for all modes of travel.This project will build on improvements to US 97 through Bend that have been ongoing since 1993.

• The applicable portion of the Total Merger Consideration issued upon the surrender of Certificates or issuable thereafter in accordance with this Agreement, if any, shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock formerly represented thereby.

• Any portion of the Total Merger Consideration that remains unclaimed immediately prior to the date on which it would otherwise become subject to any abandoned property, escheat or similar Law shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

More Definitions of Total Merger Consideration

Total Merger Consideration means the Closing Merger Consideration, the Sponsor Share Transfer and the Earn-Out Consideration.

Total Merger Consideration means the aggregate Per Share Merger Consideration plus any amounts due in respect of Options and Warrants under Section 3.2.

Total Merger Consideration means $348.5 million, subject to certain adjustments set forth in the Merger Agreement for USI cash, indebtedness, working capital and certain unpaid transaction expenses and potential increase for certain “permitted acquisitions” (as described herein), if any, consummated by USI prior to the closing of the Business Combination.

Total Merger Consideration means the sum of (i) the Fractional Share Consideration and (ii) the Common Stock Consideration.

Total Merger Consideration means an amount in cash equal to (i) $152,000,000, plus (ii) the Closing Cash, minus (iii) Closing Indebtedness, minus (iv) Closing Third Party Expenses, minus (v) the absolute value of the amount, if any, by which Closing Working Capital is less than the Target Working Capital Amount, and plus (vi) the absolute value of the amount, if any, by which the Closing Working Capital is greater than the Target Working Capital Amount.

Total Merger Consideration means the sum of (1) the Continuity Value of the Parent Common Stock to be received by holders of outstanding Company Common Stock in the aggregate as of the Effective Time of Merger I, (2) the maximum amount of cash that holders of the Contingent Value Rights may receive in the aggregate pursuant to such rights, (3) the amount of cash to be paid by Parent to Company stockholders perfecting dissenters’ rights or appraisal rights, and (4) the amount of cash to be paid by Parent in lieu of fractional shares of Company Common Stock.

Total Merger Consideration means the sum of (i) the Final Closing Merger Consideration, plus (ii) the portion of the Earnout Payments that actually become payable to the Equityholders hereunder, plus (iii) the Retention Consideration.