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: (i) the Adjusted Purchase Price, minus (ii) the Closing Stock Consideration Value, minus (iii) the outstanding amount of the Pre-Closing Dividend Financing as of the Effective Time, minus (iv) the Debt Payoff Amount, minus (v) the Transaction Expenses Amount, and minus (vi) the Shareholder Representative Expense Amount.

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.

Examples of Closing Cash Merger Consideration in a sentence

• 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.

• 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.

• As of the Closing Date, Parent shall have available to it sufficient funds to enable it to pay the Closing Cash Merger Consideration (as adjusted pursuant to Section 3.8) and all other amounts to be paid or repaid by Parent under this Agreement (whether payable on or after the Closing) and all of Parent’s and its Affiliates’ fees and expenses associated with the transactions contemplated by this Agreement in accordance with the terms hereof.

• On the 11th, the system became Tropical Storm, and hit southern Sri Lanka as a 55 knots storm on the 12th.

• The Stockholders have agreed to and have authorized the allocation of the Closing Stock Merger Consideration and Estimated Closing Cash Merger Consideration to Stockholders as set forth in Schedule 3.4.

More Definitions of Closing Cash Merger Consideration

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 an amount equal to (a) the Estimated Cash Purchase Price minus (b) the Escrow Amount.

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 an amount equal to: (i) Two Hundred Fifty-Five Million Dollars ($255,000,000) (the “Transaction Price”), subject to possible increase pursuant to Section 3.10; less (ii) the EBITDA Adjustment Amount (as defined in Section 3.7(c)), if any; plus (iii) the Estimated Working Capital Adjustment (which number shall be subtracted if it is a negative number); plus (iv) the Aggregate Option Exercise Price Proceeds (as defined in Section 11.6); plus (v) the Aggregate Warrant Exercise Price Proceeds (as defined in Section 11.6); less (vi) the aggregate amount of all Indebtedness (as defined in Section 3.5) of the Company to be paid by Parent pursuant to Section 3.5; less (vii) all Company Expenses (as defined in Section 3.6) to be paid by Parent pursuant to Section 3.6; less (viii) the Escrow Amount (as defined in Section 3.1(a)); less (ix) the Holdback Amount (as defined in Section 11.6).

Closing Cash Merger Consideration has the meaning set forth in Section 1.6(a)(i).

Closing Cash Merger Consideration means (i) the Base Cash Consideration, minus (ii) the Estimated Indebtedness, plus (iii) the Estimated Cash, plus (iv) the Estimated Net Working Capital Adjustment, minus (v) the Adjustment Escrow Amount, minus (vi) the Estimated Equity Holder Expenses, minus (vii) the Representative Expense Fund. The Closing Cash Merger Consideration shall be determined as contemplated by Section 3.01.