Final Merger Consideration Clause Samples

Final Merger Consideration. “Final Merger Consideration” shall have the meaning specified in Section 1.11(e) of this Agreement.

Final Merger Consideration. The “Unadjusted Merger Consideration” shall consist of an amount in cash equal to $170,000,000.00. The Unadjusted Merger Consideration shall be adjusted as provided in this Agreement (as adjusted, the “Final Merger Consideration”). Subject to the requirements of Sections 2.4.4 and 2.7.3, the Final Merger Consideration shall be allocated and paid among the Shareholders such that each Shareholder shall receive its Pro Rata Portion of the Closing Payment and any other payment hereunder that constitutes a portion of the Final Merger Consideration.

Final Merger Consideration. As promptly as practicable after the Closing, but in no event later than 60 days after the Closing Date, Buyer shall cause the Surviving Corporation to prepare and deliver to the Representative (on behalf of the Shareholders) a statement (the “Closing Statement”) as of the close of business on the Closing Date, setting forth the Surviving Corporation’s calculation of the Net Working Capital (the “Closing Net Working Capital”), Indebtedness (the “Closing Indebtedness”) and Transaction Expenses (the “Closing Transaction Expenses”) (immediately prior to giving effect to the transactions contemplated herein), which shall be calculated on a basis consistent with this Agreement, including, as applicable Schedule 4.2 and the accounting principles and practices referred to therein in the same way, using the same methods, principles, conventions, policies and procedures (including the methodology used by the Company with respect to accruals and reserves to prepare the estimates described in Section 4.1). The Closing Statement shall contain a calculation of the Final Merger Consideration based on the foregoing amounts of Closing Net Working Capital, Closing Indebtedness and Closing Transaction Expenses. If Buyer does not deliver the Closing Statement to the Representative by 5:00 p.m., New York City time, on the 60th day after the Closing Date (such date and time, the “Closing Statement Due Date”), the Preliminary Merger Consideration shall be conclusive and binding on Buyer, the Surviving Corporation and the Shareholders. To the extent any actions following the Closing with respect to the accounting books and records of the Surviving Corporation on which the Closing Statement and the foregoing calculations are to be based are not consistent with the Company’s past practices, such changes shall not be taken into account in preparing the Closing Statement or calculating the Closing Net Working Capital and Closing Indebtedness.

Final Merger Consideration. The portion of the Closing Merger Consideration to be issued and delivered in connection with the Closing to the Company Preferred Stockholders, and any additional portion of any Final Merger Consideration to be issued and delivered to the Company Preferred Stockholders hereunder, shall be, upon issuance and delivery of such Closing Merger Consideration or additional portion of any Final Merger Consideration, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens.

Final Merger Consideration. When, as and if any adjustments to the Merger Consideration, escrow releases or other additional consideration become available for distribution to the Stakeholders in accordance with the terms of this Agreement and the Escrow Agreement, it shall be distributed among the Stakeholders pro rata in accordance with each such Stakeholder’s Percentage Interest as calculated and equitably adjusted by the Stakeholder Representative at the applicable time to take into account any Options that become In-the-Money Options as a result of the distribution of any such additional consideration; provided, however, that only those Optionholders set forth in the Spreadsheet delivered in accordance with Section 2.06(b) shall be entitled to receive such equitable adjustment; provided, further, that the Stakeholder Representative shall deliver an updated Spreadsheet, certified by the Stakeholder Representative, on the date of any distribution of Merger Consideration, escrow releases or other additional consideration, which shall reflect any such equitable adjustments or other changes. Notwithstanding the preceding, when, as and if such adjustments to the Merger Consideration or escrow releases become available for distribution to the Stakeholders in accordance with the terms of this Agreement, holders of Dissenting Shares shall not be entitled to receive such consideration.

Final Merger Consideration. All of the outstanding shares of Company Common Stock, in the aggregate (other than shares to be canceled in accordance with Section 1.5(b)), shall be converted into the right to receive: (i) a secured promissory note given by Parent with an original principal amount of $3,000,000 in substantially the form attached hereto on Exhibit 1.5(c) (the "Purchase Note"); (ii) the number of validly issued, fully paid and nonassessable shares of Parent Common Stock resulting from dividing $3,000,000 by the IPO Price (as defined below) and rounding down to the nearest whole number; and (iii) the Earn Out, as defined in Section 2.1 below (collectively, the "Final Merger Consideration"); provided, however, that the Shareholder shall also be entitled to cash in lieu of a fractional share pursuant to Section 1.6(d) below with regard to the fraction of a share eliminated as a result of rounding pursuant to clause (ii) of this Section 1.5(c); and provided further that if between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, or exchange of shares or the like, the conversion formula in this Section 1.5(c) shall be correspondingly revised to provide for the proportionate amount of Parent Common Stock or any other interests into which the Parent Common Stock may have changed.

Final Merger Consideration. The Closing Date Merger Consideration shall be adjusted as follows (without duplication, including any payments otherwise made pursuant to Section 2.12(b)): (i) (A) increased by the amount, if any, by which the Working Capital, as finally determined pursuant to Section 2.12(c) (“Final Working Capital”), is greater than the Estimated Working Capital, or (B) reduced by the amount, if any, by which the Final Working Capital is less than the Estimated Working Capital; (ii) (A) reduced by the amount, if any, by which the Closing Date Company Indebtedness, as finally determined pursuant to Section 2.12(c) (“Final Company Indebtedness”), is greater than the Estimated Closing Date Company Indebtedness or (B) increased by the amount, if any, by which the Final Company Indebtedness is less than the Estimated Closing Date Company Indebtedness; (iii) (A) reduced by the amount, if any, by which the Closing Date Joint Venture Indebtedness, as finally determined pursuant to Section 2.12(c) (“Final Joint Venture Indebtedness”), is greater than the Estimated Closing Date Joint Venture Indebtedness or (B) increased by the amount, if any, by which the Final Joint Venture Indebtedness is less than the Estimated Closing Date Joint Venture Indebtedness; (iv) (A) reduced by the amount, if any, by which the Seller Expenses, as finally determined pursuant to Section 2.12(c) (“Final Seller Expenses”), are greater than the Estimated Seller Expenses or (B) increased by the amount, if any, by which the Final Seller Expenses are less than the Estimated Seller Expenses; (v) (A) increased by the amount, if any, by which the Mesa Receivable Amount, as finally determined pursuant to Section 2.12(c) (“Final Mesa Receivable Amount”) is greater than the Estimated Mesa Receivable Amount or (B) reduced by the amount, if any, by which the Final Mesa Receivable Amount is less than the Estimated Mesa Receivable Amount; or (vi) (A) increased by the amount, if any, by which the Closing Date Cash and Cash Equivalents, as finally determined pursuant to Section 2.12(c) (“Final Cash and Cash Equivalents”), are greater than the Estimated Cash and Cash Equivalents or (B) reduced by the amount, if any, by which the Final Cash and Cash Equivalents are less than the Estimated Cash and Cash Equivalents.