Closing Date Cash Merger Consideration definition

Closing Date Cash Merger Consideration means cash in an amount equal to the product of (x) the Closing Date Merger Consideration and (y) the Non-Accredited Company Stockholder Collective Percentage.
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Closing Date Cash Merger Consideration has the meaning set forth in Section 3.1.
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Closing Date Cash Merger Consideration means an amount equal to (i) $132,500,000, minus (ii) an amount equal to the Estimated Closing Indebtedness, minus (iii) an amount equal to the Estimated Transaction Expenses, minus (iv) the Closing Adjustment Escrow Amount, minus (v) the Indemnification Escrow Amount, minus (vi) an amount equal to the Estimated Working Capital Deficit (if any), minus (vii) an amount equal to fifty percent (50%) of the Premium Balance for the R&W Policy, plus (viii) an amount equal to fifty percent (50%) of the premium for the D&O Policy, plus (ix) an amount equal to the Estimated Working Capital Excess (if any), plus (x) an amount equal to the Estimated Closing Cash.
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Examples of Closing Date Cash Merger Consideration in a sentence

  • The Parent has as of the date of this Agreement, and will have as of the Closing, sufficient cash on hand with which to pay the Closing Date Cash Merger Consideration and consummate the Transactions.

  • An amount equal to fifty percent (50%) of the premium for the D&O Policy shall be added to the Closing Date Cash Merger Consideration.

  • Each such Stockholder shall also be entitled to receive a portion of the Closing Date Cash Merger Consideration payable to the Stockholders’ Representative (for the account of and on behalf of the Stockholders) under this Agreement, which portion shall be determined in accordance with that certain Direction Letter, dated as of the Execution Date, among the Stockholders’ Representative and the Stockholders (the “Direction Letter”).

  • For the avoidance of doubt, the Closing Date Cash Merger Consideration as adjusted pursuant to this Section 4.3(b) shall be the “Final Cash Merger Consideration” for the purposes of this Agreement.

  • Notwithstanding anything in this Agreement to the contrary, any adjustments to Closing Date Cash Merger Consideration (including in connection with Section 3.7) that are Blocker Adjustments shall be allocated solely to the respective Blocker Securityholder of the applicable Blocker, such allocation to be reflected on the Allocation Schedule.

  • Any holder of Shares who has not theretofore complied with this Section 1.7 shall thereafter look only to the Surviving Corporation for payment of the Closing Date Cash Merger Consideration (after giving effect to any required Tax withholdings as provided in Section 1.7(g)) upon due surrender of its Stock Certificates (or affidavits of loss in lieu of the Stock Certificates as provided in Section 1.7(f) below) or Book-Entry Shares, without any interest thereon.

  • An amount equal to fifty percent (50%) of the Premium Balance shall be deducted from the Closing Date Cash Merger Consideration, in lieu of the payment of such amount to the Stockholders’ Representative (on behalf of the Stockholders) and the further payment by the Stockholders’ Representative (on behalf of the Stockholders) of the Stockholders’ proportionate share of such Premium Balance.

  • Until a Company Stockholder has delivered its Letter of Transmittal to Parent, its shares of Company Common Stock (other than Dissenting Shares) or Company SAFEs, as applicable, shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive its allocable portion of the Closing Date Stock Merger Consideration or the Closing Date Cash Merger Consideration at the Closing pursuant to Section 2.04(b)(iii) or (iv), as applicable.


More Definitions of Closing Date Cash Merger Consideration

Closing Date Cash Merger Consideration means the Cash Merger Consideration minus the Escrow Consideration
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Related to Closing Date Cash Merger Consideration

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Base Merger Consideration means $1,200,000,000.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Initial 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).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).