Adjusted Merger Consideration definition

Adjusted Merger Consideration has the meaning set forth in Section 3.6(a).

Adjusted Merger Consideration has the meaning set forth in Section 2.2.

Adjusted Merger Consideration means an amount equal to the sum of (i) the Merger Consideration, plus (ii) the aggregate amount of the exercise prices for all Company Stock under in-the-money Specified Company Warrants in accordance with their terms (and assuming no cashless exercise) that are issued and outstanding as of the Effective Time.

Examples of Adjusted Merger Consideration in a sentence

• With respect to adjustment to the Preliminary Merger Consideration under Section 1.02(b)(iii), the Adjusted Merger Consideration shall be delivered to the Shareholder Representative or to the Parent, as the case may be, not later than the 30th business day after the Closing Date.

• With respect to adjustment to the Preliminary Merger Consideration under Section 1.02(b)(ii), the Adjusted Merger Consideration shall be delivered to the Shareholder Representative not later than the tenth business day after the Event Date.

• No later than 15 days after the Closing Date, Chrix Xxxxxx, Xxlls, Shirley, Eckex & Xassxxx, 0028 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000 (xxe "Shareholder Representative"), will deliver to Parent and Sub a statement (the "Accounting Adjustment") setting forth the Shareholders' determination of the Adjusted Merger Consideration as adjusted pursuant to Section 1.02(b)(iii) and the calculation thereof, certified by the Shareholders to be accurate as of the date delivered.

• In the event any such Record Holder fails to make the election hereunder requesting to be paid the Adjusted Merger Consideration within the permitted period of time as shall be designated in written instructions to be distributed by the Disbursing Agent, each such Record Holder shall be deemed to have elected to receive only the amount of $32.00 as Merger Consideration hereunder and shall have no right to any other consideration with respect to the transactions contemplated hereby.

• Each holder of a fractional share interest shall be paid an amount in cash equal to the product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii) the product of the (x) Merger Consideration or (y) Adjusted Merger Consideration, as appropriate, and the Average Parent Share Price.

More Definitions of Adjusted Merger Consideration

Adjusted Merger Consideration means: (a) any consideration paid pursuant to Section 2.01(c) (in the case of consideration comprised of Parent Common Stock, the value of each such share of Parent Common Stock being the average of the high and low sale price of a share of Parent Common Stock on the NYSE on the Date of Determination), (b) solely for purposes of Section 2.01(e)(4), any consideration paid pursuant to Section 2.01(e)(4) (in the case of consideration comprised of Parent Common Stock, the value of each such share of Parent Common Stock being the lower of (x) the average of the high and low sale price of a share of Parent Common Stock on the NYSE on the Date of Determination and (y) the average of the high and low sale price of a share of Parent Common Stock on the NYSE on the date of issuance of such share of Parent Common Stock pursuant to

Adjusted Merger Consideration has the meaning set forth in Section 1.7(d).

Adjusted Merger Consideration means an amount equal to the following, all as determined in accordance with Section 1.11:

Adjusted Merger Consideration has the meaning given such term in Section I.F. hereof.

Adjusted Merger Consideration means the number of Buyer Common Shares equal to the result obtained by dividing (i) the greater of (x) the Preliminary Base Purchase Price or (y) the Adjusted Base Purchase Price by (ii) $12.50 per share.

Adjusted Merger Consideration means the number of Buyer Common Shares equal to the result obtained by dividing (i) the greater of (x) the Preliminary Base Purchase Price or (y) the Adjusted Base Purchase Price by (ii)

Adjusted Merger Consideration means (i) the Cash Merger Consideration plus (ii) Cash, plus (iii) Paid Parent Severance Expenses, minus (iv) the final, binding Indebtedness as of the Closing determined in accordance with Section 1.7, minus (v) the final, binding Third Party Expenses, determined in accordance with Section 1.7, minus (vi) the Escrow Amount, minus (vii) the Stockholder Representative Fund Amount, and minus (viii) the Closing Company Payments.