Interests in Merger Consideration Clause Samples

Interests in Merger Consideration. Schedule 2.3 sets forth the allocation of cash and Initial Shares among the Stockholders (including holders of Designated Option Shares) on the Closing Date and the Pro Rata Portion of each Stockholder in any Additional Merger Consideration assuming that (i) the Closing occurs on the Assumed Closing Date, (ii) all Designated Options are exercised, (iii) the Specified Liabilities total $2,019,557, (iv) the "market value of a share common stock" as determined in accordance with the Certificate of Incorporation is $65.61 per share and (v) the other assumptions set forth therein.