Examples of Closing Aggregate Merger Consideration in a sentence
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).
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.
Notwithstanding that a portion of the Purchase Price will not be distributed at Closing, in the form of the Escrowed Funds, each such Target Shareholder must surrender all certificates representing all Target Shares held by such Target Shareholder together with its executed Transmittal Letter in order to receive his, her or its pro rata share of the Closing Aggregate Merger Consideration.
The Closing Aggregate Merger Consideration payable by Parent on the Closing Date shall be increased or decreased, as applicable, by the amount of the Estimated Net Working Capital.
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.
The provisions of this Section 10.04 and the limited remedies provided in Section 1.05, Article X and Section 14.19, were specifically bargained for among the parties and were taken into account by the Parties in arriving at the Closing Aggregate Merger Consideration and Earnout Parent Share Consideration and the terms and conditions of this Agreement.
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No later than five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to Parent a statement setting forth in reasonable detail the Company’s calculation of the Closing Aggregate Merger Consideration which calculation shall be prepared reasonably and in good faith.
The Stockholder Representative (on behalf of the Company Stockholders) has specifically relied upon the provisions of this Section 10.04 and the limited remedies provided Section 1.05, Article X and Section 14.19 in agreeing to the Closing Aggregate Merger Consideration and Earnout Parent Share Consideration and the terms and conditions of this Agreement.