Closing Aggregate Merger Consideration means (a) $626,000,000 minus (b) the amount of the Closing Indebtedness, plus (c) the amount of the Closing Cash (which may be a positive or negative dollar amount), minus (d) the amount of the Closing Company Transaction Expenses.

Closing Aggregate Merger Consideration has the meaning set forth in Section 2.9.

Closing Aggregate Merger Consideration means (a) $350,000,000 minus (b) the amount of the Closing Indebtedness, plus (c) the amount of the Closing Cash (which may be a positive or negative dollar amount), minus (d) the amount of the Company Transaction Expenses, plus (e) the Closing Tax Benefits, plus (f) if Closing Working Capital is greater than Target Working Capital, an amount equal to (x) Closing Working Capital minus (y) Target Working Capital, minus (g) if Target Working Capital is greater than the Closing Working Capital an amount equal to (x) Target Working Capital minus (y) Closing Working Capital (for illustrative purposes only, if Closing Working Capital is -$2,000,000 (a negative number), there would be a net increase of $105,659.45 to Closing Aggregate Merger Consideration, and if Closing Working Capital is -$3,000,000 (a negative number), there would be a net decrease of $894,340.55 to Closing Aggregate Merger Consideration).

Examples of Closing Aggregate Merger Consideration in a sentence

Any portion of the Closing Aggregate Merger Consideration remaining unclaimed by the Stockholders three (3) years after the Closing Date (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) will become, to the extent permitted by applicable Law, the property of the Surviving Company free and clear of any claims or interest of any Person previously entitled thereto.
If Final Closing Excluded Liabilities are more than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be decreased on a dollar-for-dollar basis by 63.27% of the amount of such excess, and Discovery will receive payment in accordance with Section 2.12(e).
If Final Closing Excluded Liabilities are less than Estimated Excluded Liabilities, then the Closing Aggregate Merger Consideration will be supplemented on a dollar-for-dollar basis by 63.27% of the amount of such deficiency, and the HSW Stockholders’ Representative will receive, for payment to the Former Company Stockholders and payment to, or reservation for, the Optionholders, as the case may be, in accordance with their Pro Rata Percentage, payment in accordance with Section 2.12(e).
Furthermore, if the Final Aggregate Merger Consideration exceeds the Closing Aggregate Merger Consideration, the Stockholder Representative and Parent will promptly (but in any event within three Business Days) deliver a joint written instruction to the Escrow Agent to release to the Exchange Agent the funds in the Adjustment Escrow Account for the benefit of the Common Stockholders.

More Definitions of Closing Aggregate Merger Consideration

Closing Aggregate Merger Consideration means Per Share Merger Consideration times the total number of outstanding Target Shares. All Escrowed Funds will be distributed in accordance with this Agreement and the Escrow Agreement.

Related to Closing Aggregate Merger Consideration

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
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
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).
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Merger Consideration has the meaning set forth in Section 3.1(a).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Consideration has the meaning set forth in Section 2.2.
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Stock Consideration has the meaning set forth in Section 2.01(c).
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Non-Cash Consideration means consideration in a form other than cash.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Earnout Consideration has the meaning set forth in Section 2.6 below.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

Closing Aggregate Merger Consideration definition

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