Adjusted Total Merger Consideration definition

Adjusted Total Merger Consideration means (i) if the Merger is being effected pursuant to Section 1.1, an amount equal to (A) the Preliminary Merger Consideration, minus (B) the Excess Operations Payment, minus (C) the aggregate amount of all Transaction Expenses incurred by the Company but not paid as of the Closing Date that are not included in calculating Excess Liabilities, minus (D) the Excess Liabilities, plus (E) $60,000, plus (F) the Aggregate Exercise Price and (ii) if the Merger is being effected pursuant to Section 1.2, an amount equal to (U) the Total Merger Consideration, minus (V) the Excess Operations Payment, minus (W) the aggregate amount of all Transaction Expenses incurred by the Company but not paid as of the Closing Date that are not included in calculating Excess Liabilities, minus (X) the Excess Liabilities, plus (Y) $60,000, plus (Z) the Aggregate Exercise Price.
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Adjusted Total Merger Consideration means (i) if the Merger is being effected pursuant to Section 1.1, an amount equal to (A) the Preliminary Merger Consideration, minus (B) the Excess Operations Payment, minus (C) the aggregate amount of all Transaction Expenses incurred by the Company but not paid as of the Closing Date that are not included in calculating Excess Liabilities, minus (D) the Excess Liabilities, plus (E) $60,000, and (ii) if the Merger is being effected pursuant to Section 1.2, an amount equal to (V) the Total Merger Consideration, minus (W) the Excess Operations Payment, minus (X) the aggregate amount of all Transaction Expenses incurred by the Company but not paid as of the Closing Date that are not included in calculating Excess Liabilities, minus (Y) the Excess Liabilities, plus (Z) $60,000.
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Adjusted Total Merger Consideration means the Total Merger Consideration plus the sum of the exercise price of all Company Stock Options that are unexercised and outstanding immediately prior to the Closing (other than Out-of-the-Money Options).
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Examples of Adjusted Total Merger Consideration in a sentence

  • As of immediately prior to the Closing, the Company’s aggregate Liabilities do not equal or exceed sixty percent (60%) of the Adjusted Total Merger Consideration that would otherwise be payable at the Closing.

  • For the avoidance of doubt, any Second Product Additional Features the implementation of which would not reasonably be expected to cause the Second Product Milestone completion date to occur more than two quarters following completion of the […***…] Milestone shall be negotiated without the parties seeking any increase to the Adjusted Total Merger Consideration.


More Definitions of Adjusted Total Merger Consideration

Adjusted Total Merger Consideration has the meaning set forth in Section 2.10.
Sample 1
Adjusted Total Merger Consideration shall equal (A) $39,000,000 minus (B) Excess Company Expenses (as hereinafter defined), minus (C) Excess RIF Expenses (as hereinafter defined). The Common Conversion Ratio and the total Common Merger Shares shall be adjusted as follows: (X) in the event that the Average Announcement Price (as hereinafter defined) is greater than 120% of the Average LOI Price, then (x) the Common Conversion Ratio shall equal (I) the product of 120% multiplied by the Common Share Merger Consideration, divided by the Average Announcement Price, divided by (II) the Total Outstanding Common Shares, and (y) the total Common Merger Shares shall equal the result of the formula set forth in the foregoing clause (x)(I), and (Y) in the event that the Average Announcement Price is less than 80% of the Average LOI Price, then (a) the Common Conversion Ratio shall equal (I) the product of 80% multiplied by the Common Share Merger Consideration, divided by the Average Announcement Price, divided by (II) the Total Outstanding Common Shares, and (b) the total Common Merger Shares shall equal the result of the formula set forth in the foregoing clause (a)(I). The "Average Announcement Price" means the average of the closing prices per share of the Buyer Common Stock as quoted on the Nasdaq National Market for the period beginning three (3) trading days prior to the date of the first public disclosure of the transaction by the parties hereto, and ending at the closing of the third trading day subsequent to the date of such public disclosure. The parties hereto agree that the date of such public disclosure shall be November 16, 2000.
Sample 1
Adjusted Total Merger Consideration means the Total Merger Consideration less (i) the Company's obligation to fund an employee retention fund in an amount equal to approximately One Million Seven Hundred Thousand Dollars ($1,700,000) (the "Retention Cash"), (ii) the fees and expenses of Broadview Associates LLC in an amount equal to approximately Five Hundred Thousand Dollars ($500,000) (the "Broadview Fee") and (iii) a number of shares of Parent Common Stock (having a value based on the Determined Price) which has an aggregate value equal to the outstanding indebtedness of the Company to the Principal Shareholders as set forth on Schedule 1.7 hereto (the "Bridge Loan Repayment").
Sample 1

Related to Adjusted Total Merger Consideration

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Parent Stock Price means the volume weighted average price per share of the Parent Common Stock on the NYSE for the ten consecutive trading days ending on the complete trading day immediately prior to the Closing Date.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.