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.
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.
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).
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 shall equal (A) $39,000,000 minus (B) Excess Company Expenses (as hereinafter defined), minus
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").
Adjusted Total Merger Consideration has the meaning set forth in Section 2.10.