Cash Merger Consideration. Section 2.8(a).........................................7 Certificates.................................Section 2.9(b).........................................8
Cash Merger Consideration. 9 Certificates.......................................10
Cash Merger Consideration. 6 CERCLA...........................................................................................................22 CGCL..............................................................................................................7
Cash Merger Consideration. The Cash Merger Consideration shall be paid to each AirPatrol Shareholder in accordance with the percentage of the Merger Consideration to which each AirPatrol Shareholder is entitled as set forth in the Closing Spreadsheet. “Cash Merger Consideration” means:
Cash Merger Consideration. 1.6(a) Cash Payment Funds......................................................................1.7(b) Certificates............................................................................1.7(c) Closing....................................................................................1.2
Cash Merger Consideration. The Cash Merger Consideration by wire transfer as provided in Section 1.6 of this Agreement and in accordance with the Merger Consideration Certificate. All documents delivered to the Company shall be in form and substance reasonably satisfactory to Xxxxxxxx, Xxxx, Hargreaves & Savitch LLP, counsel for the Company.
Cash Merger Consideration. Upon the effectiveness of the Merger and the Cash Merger Consideration having been deposited with the Disbursing Agent in accordance with the terms of this Agreement, any and all financial obligations of the Surviving Corporation to any member of FTD (including Active, Affiliate, Student, Retired, Honorary, Associate, and other members of FTD), including but not limited to paying the Cash Merger Consideration and any and all patronage dividends or other capital in FTD or the Surviving Corporation, shall have been fully satisfied and extinguished except for the liabilities, obligations, deposits and rights described in Section 2.6, and no Person shall hold any membership interest in the Surviving Corporation of any kind or nature whatsoever, except Buyer.
Cash Merger Consideration. Parent shall remit up to Three Million Eight Hundred and Fifty Thousand Dollars ($3,850,000.00) in cash to the Sellers, minus the Sellers Debt, minus the difference between the Actual Amount and Expected Amount (the “Cash Merger Consideration”), consisting of:
(i) One Million Three Hundred and Fifty Thousand Dollars ($1,350,000.00) in cash payable pro rata to Sellers at Closing, minus the Sellers Debt, of which: (a) Two Hundred Thousand Dollars ($200,000.00) will be held back by Parent for a period of nine (9) months from the Closing Date, subject to satisfaction of any amounts owing from SWS to the Parent resulting from damages required to be indemnified by SWS under Section 6 of this Agreement or for payment of the adjustment set forth in Section 2.2(c) below; and (b) One Hundred Thousand Dollars ($100,000.00) will be held back by Parent for a period of ninety (90) days from the Closing Date, for payment of the adjustment set forth in Section 2.2(c) below as needed; and,
(ii) Up to Two Million Five Hundred Thousand Dollars ($2,500,000.00) in cash held back by Parent and payable pro rata to Sellers upon meeting the Holdback Milestones set forth in Schedule A hereto and subject to satisfaction of any amounts owing from SWS to the Parent resulting from damages required to be indemnified by SWS under Section 6 of this Agreement or for payment of the adjustment set forth in Section 2.2(c) below.
Cash Merger Consideration. Each party hereto acknowledges and agrees that the aggregate Cash Merger Consideration payable by Merger Corp upon consummation of the Merger shall be paid to the persons and in the amounts set forth on Schedule C attached hereto. Schedule C shall be automatically amended from time to time to reflect adjustments required as a result of the contribution of additional Contribution Interests by Interests Transferors in accordance with Section 1.3 hereof.
Cash Merger Consideration. The amount of the Company’s debt outstanding for purposes of determining the Cash Merger Consideration (the “Outstanding Debt”) shall be determined in accordance with Schedule A attached hereto and incorporated herein.
