Initial Merger Consideration Sample Clauses
Initial Merger Consideration. As soon as reasonably practicable, the Company shall cause its auditors to prepare an audited balance sheet and income statement for the Company as of and for the year ended December 31, 1998 in accordance with Xxxxxxxx GAAP and shall calculate the Company's Adjusted Net Worth and Net Adjusted Pretax Income and the Initial Merger Consideration on the basis thereof. The Company shall deliver such financial statements and calculations to Lithia. Lithia shall have a period of 15 days after its receipt of such financial statements and calculations to make any objections it may have to the Adjusted Net Worth and Net Adjusted Pretax Income of the Company and Initial Merger Consideration as calculated by the Company. If Lithia does not give notice of objections within that period, the Adjusted Net Worth, Net Adjusted Pretax Income and Initial Merger Consideration so calculated shall be final. If Lithia does give notice of objections within that time, and Lithia and the Company are unable to resolve the matter by agreement, either side may submit the matter to PricewaterhouseCoopers LLP or another independent accounting firm selected by the Shareholders and Lithia for resolution. The decision of that accounting firm shall be binding on the parties.
Initial Merger Consideration. (a) The initial aggregate consideration (the “Initial Company Securities Amount”) to be paid in connection with the Merger to the holders of the class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”), the holders of the class B common stock, par value $0.0001 per share, of the Company (the “Class B Common Stock”, and together with the Class A Common Stock, the “Company Common Stock”), other than shares of Company Common Stock to be cancelled pursuant to Section 2.3(a), the Optionholders (as defined herein) and the Warrantholders (as defined herein), shall be an amount equal to the following (which amount shall be adjusted as provided herein):
(1) $840,000,000 (the “Total Consideration”); plus
(2) the amount of cash and Cash Equivalents of the Company and the subsidiaries of the Company (collectively, the “Company Subsidiaries”) on the Closing Date; plus
(3) the amount, if any, by which the Estimated Closing Working Capital is greater than $52,000,000 (the “Net Working Capital Target”); minus
(4) the amount, if any, by which the Estimated Closing Working Capital is less than the Net Working Capital Target; minus
(5) the amount of Company Transaction Expenses; minus
(6) all outstanding Indebtedness of the Company and the Company Subsidiaries on the Closing Date (before taking into account any repayment of Indebtedness on the Closing Date pursuant to the terms hereof), including the following (the “Closing Indebtedness”):
(i) all outstanding principal and accrued and unpaid interest (but not the outstanding letters of credit issued thereunder (the “Letters of Credit”)) under the credit agreement, dated as of November 5, 2004, by and among Dxxxx Pet Care Company, as borrower, the Company, as guarantor, the lenders from time to time party thereto and Credit Suisse First Boston, acting through its Cayman Islands Branch, as administrative agent and collateral agent (the “Existing Credit Agreement”) and any fees, pre-payment premiums, pre-payment penalties and charges associated therewith (including, for the avoidance of doubt, any additional amounts payable as a result of the Transactions); plus
(ii) all outstanding principal and accrued and unpaid interest under the 9.750% senior subordinated notes due 2007 (the “2007 Notes”) of DPC and any fees, pre-payment premiums, pre-payment penalties and charges associated therewith (including, for the avoidance of doubt, any additional amounts payable as a result of the Transactions...
Initial Merger Consideration. 4 knowledge.........................................................................................................7
Initial Merger Consideration. At the Closing, Parent shall deliver to each Company Stockholder the Initial Merger Consideration with such payment allocated to each Company Stockholder, with each such Company Stockholder’s portion of the Initial Merger Consideration determined in accordance with Section 2.8.
Initial Merger Consideration. The Initial Merger Consideration shall be a number of shares of Class B common stock of TekInsight, par value $0.0001 per share ("TekInsight Class B Stock"), equal to two-thirds of the number of TekInsight Outstanding Share Equivalents (as defined below) outstanding immediately prior to the Effective Time. The "TekInsight Outstanding Share Equivalents" shall mean all outstanding shares of common stock of TekInsight, plus all shares of common stock of TekInsight that may be issued upon conversion, redemption or exchange of or otherwise with respect to any outstanding shares of preferred stock of TekInsight, BugSolver.Com, Inc. or any other cxxxxxx xxxx xas a Subsidiary of TekInsight at the time of issuance of such shares ,plus the following shares underlying those convertible notes issued in connection with the 2001 Bridge Financing: 604,000 shares issued based upon an indebtedness to equity conversion ratio of $1.75 and 411,765 shares issued based upon an indebtedness to equity conversion ratio of $1.
Initial Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:
(i) each unit of Company Interest issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the following consideration, (the “Parent Stock Consideration”) payable in the form of:
(1) such number of shares of Parent Common Stock equal to the Company Interest Exchange Ratio (as defined in Section 2.01(b)(x)) (“Parent Shares”); and
(2) two Parent Warrants, substantially in the form attached hereto as Exhibit A, for each Parent Share issued pursuant to Section 2.01(a)(i)(1);
(ii) each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation. The stock certificate evidencing shares of common stock of Merger Sub shall then evidence ownership of the outstanding shares of common stock of the Surviving Corporation.
(b) As used in this Agreement, the following terms have the following meanings (except as noted in this Agreement):
Initial Merger Consideration. The “Initial Merger Consideration” shall mean Eighty-Three Million Dollars ($83,000,000) (the “Initial Merger Consideration Base”) increased or reduced by the adjustment provided in subsection (a) of this Section and reduced by the adjustment provided in subsection (b) of this Section (such adjustments in subsections (a) and (b), the “Adjustments”).
Initial Merger Consideration. Subject to the conditions to Closing set forth herein, at the Effective Time, Seller shall receive the shares of Parent Common Stock (the “Initial Merger Consideration”) allocated to Seller on the Allocation Schedule (as updated in accordance with the terms hereof) under the heading “Closing Shares”.
Initial Merger Consideration. The initial consideration payable by Buyer, at Closing, pursuant to Section 2.3.1 (the "Initial Merger Consideration") shall be (A) 1,000,000 Buyer Shares priced for these purposes at $1.00 per share; and (B) $1,000,000 paid in the form of cash.
Initial Merger Consideration. Ninety percent (90%) of the Initial Payment (the “Initial Merger Consideration”), composed of ninety percent (90%) of the Stock Payment and ninety percent (90%) of the Initial Cash Payment (and including ninety percent (90%) of the Escrow Amount deposited with the Escrow Agent and ninety percent (90%) of the Representative Expense Fund delivered to the Shareholders Representative), shall constitute merger consideration and shall be paid to the Holders entitled to share in such payment as provided in Section 3.7.