Conclusive Merger Consideration. The calculation of Closing Cash, Closing Working Capital, any Seller Transaction Expenses that were not paid and extinguished pursuant to Section 2.10(b) (or otherwise not paid or extinguished prior to the date of determination of the Conclusive Merger Consideration), and any Closing Funded Debt that was not paid and extinguished pursuant to Section 2.10(b) (or otherwise not paid or extinguished prior to the date of determination of the Conclusive Merger Consideration), as agreed to between the Representative and Parent (or, in the case of determination of such amounts by the Independent Accountant pursuant to Section 2.11(e), as determined by the Independent Accountant) shall be the “Final Closing Cash” the “Final Closing Working Capital,” the “Final Unpaid Seller Transaction Expenses” and the “Final Unpaid Closing Funded Debt,” respectively. The “Conclusive Merger Consideration” shall be an amount in cash equal to:
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger
