Closing Cash Merger Consideration definition

Closing Cash Merger Consideration means an amount equal to 50% of the Estimated Closing Merger Consideration plus the cash value of any fractional shares as set forth in the last sentence of the definition of Closing Stock Merger Consideration.

Closing Cash Merger Consideration means an aggregate amount of cash consideration equal to (i) $1,794,000, plus (ii) Estimated Closing Cash, less (iii) the Estimated Closing Date Indebtedness, less (iv) Estimated Unpaid Company Transaction Expenses and less (v) the Stockholders Representative Holdback Amount.

Closing Cash Merger Consideration means (i) the Closing Enterprise Value, plus (ii) the Estimated Cash, plus (iii) the Aggregate Option and Warrant Exercise Price, plus (iv) the Estimated Pass-Through Amount, minus (v) the Estimated Indebtedness, minus (vi) the Closing Escrow Amount, minus (vii) the Estimated Transaction Expenses, minus (viii) the Expense Fund, minus (ix) the Aggregate Converted Option Restricted Share Value.

Examples of Closing Cash Merger Consideration in a sentence

• The Parent and the Buyer have sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Closing Cash Merger Consideration and consummate the transactions contemplated by this Agreement.

• At the Effective Time, Parent shall deposit, or shall cause to be deposited, with Acquiom Financial LLC as a paying agent hereunder (the “Paying Agent”), in trust for the benefit of the Stockholders and Optionholders, cash in U.S. dollars sufficient to pay the aggregate Closing Cash Merger Consideration pursuant to the provisions of this Article II (such cash in the aggregate being hereinafter referred to as the “Exchange Fund”).

• As promptly as practicable following the Effective Time, Parent shall distribute the Closing Cash Merger Consideration to Company Stockholders in accordance with the Payment Spreadsheet.

• Parent shall have satisfied all of the payment obligations of Parent under this Agreement, including paying the Closing Cash Merger Consideration.

• If Parent timely delivers a notice of disagreement to the Company but Parent and the Company are unable to resolve their dispute regarding the Company’s Estimated Working Capital within four (4) Business Days of the delivery by Parent to the Company of such notice of disagreement, then the amount of Closing Cash Merger Consideration to be paid at the Effective Time shall be based on the amount of working capital set forth in such notice of disagreement.

More Definitions of Closing Cash Merger Consideration

Closing Cash Merger Consideration means the amount in cash (rounded up to the nearest whole cent) equal to the sum of (i) One Billion Sixty Three Million Seven Hundred Fifty Thousand U.S. Dollars ($1,063,750,000), plus (ii) the Estimated Cash, plus (iii) the Working Capital Overage, if any, minus (iv) the Working Capital Underage, if any, minus (v) the Estimated Indebtedness, minus (vi) the Estimated Company Expenses.

Closing Cash Merger Consideration means (i) One Hundred Six Million Dollars and No Cents ($106,000,000.00) minus (ii) the Estimated Closing Indebtedness, minus (iii) the Estimated Transaction Expenses, minus (iv) the Change in Control Payments and minus (v) the Stockholder Representative Expense Amount.

Closing Cash Merger Consideration means the Cash Merger Consideration, plus the applicable Adjustment Amount if it is a positive number or minus the applicable Adjustment Amount if it is a negative number, as the case may be, minus the Cash Merger Consideration Adjustment Escrow Amount, minus the Indemnity Escrow Amount, minus the PPP Loan Escrow Amount, if any, minus the Representative Expense Fund.

Closing Cash Merger Consideration means such amount of cash as is equal to the product of the Estimated Company Value, as set forth in the Estimated Closing Statement, multiplied by the Cash Consideration Ratio.

Closing Cash Merger Consideration means an amount in cash (without interest) equal to (A) the Base Cash Purchase Price, plus (B) the Closing Cash, minus (C) the Company Debt Payoff Amount, minus (D) the amount of any Transaction Expenses not otherwise paid as of immediately prior to the Effective Time, minus (E) the amount of any Estimated Pre- Closing Taxes not otherwise paid as of immediately prior to the Effective Time, minus (F) the aggregate amount of all Change in Control Payments not otherwise paid as of immediately prior to the Effective Time, minus (G) the Net Working Capital Deficiency, if any, plus (H) the Net Working Capital Surplus, if any. The Closing Cash Merger Consideration shall be subject to adjustment in accordance with Section 1.7(b) (Post-Closing True-Up).

Closing Cash Merger Consideration means the Merger Consideration minus the Stock Merger Consideration Value. “Closing Indebtedness” means the Indebtedness of the Company as of immediately prior to the Closing.

Closing Cash Merger Consideration means (i) the Base Merger Consideration, plus (ii) the amount of the Bad Debt Reserve, plus (iii) the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital Amount, plus (iv) the amount of Estimated Cash of the Company as of the open of business on the Closing Date, minus (v) the amount, if any, by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital Amount, minus (vi) the Indemnification Escrow Amount, minus (vi) the Adjustment Escrow Amount, minus (viii) the Shareholder Representative Expense Amount, minus (ix) the outstanding Estimated Indebtedness of the Company as of the open of business on the Closing Date, minus (x) the amount of unpaid Estimated Transaction Expenses of the Company as of the open of business on the Closing Date; minus (xi) the Underfunded Pension Liability Amount, and minus (xii) the Subordinated Note Amount.