Closing Date Merger Consideration definition

Closing Date Merger Consideration means the Merger Consideration, less the Escrow Amount.

Closing Date Merger Consideration has the meaning set forth in Section 3.1.

Closing Date Merger Consideration means $14,000,000, less the amount of Closing Company Indebtedness, Closing Company Transaction Expenses and the Stockholders’ Representative Fund, plus the amount of Closing Company Cash, in each case, as reflected on the Closing Statement.

Examples of Closing Date Merger Consideration in a sentence

• For the avoidance of doubt, unless the Representative otherwise agrees in writing, Parent may not amend, adjust, supplement or modify the Closing Statement or the amount of Closing Date Merger Consideration following its delivery to the Representative.

• The Representative and Parent shall, and Parent shall cause the Group Companies, and each of its and their representatives to, reasonably cooperate and assist in any review by the Accounting Referee of the Closing Statement and the calculations of the Closing Date Merger Consideration.

• By no later than 1 Business Day prior to the Effective Time, Parent shall deposit with the Exchange Agent sufficient shares of Parent Common Stock to pay the aggregate Closing Date Merger Consideration (the “Payment Fund”).

• The determination of the Closing Date Merger Consideration shall not take into account any developments or events taking place after the Closing Date or any actions taken by Parent on its own behalf or on behalf of the Company on or following the Closing Date.

• If Parent fails to deliver the Closing Statement within such ninety (90)-day period, then in addition to any other rights the Representative may have under this Agreement, the Representative shall have the right to elect that the Estimated Merger Consideration be deemed to be the amount of the Closing Date Merger Consideration and be final and binding and used for purposes of calculating the adjustment pursuant to Section 1.10(e).

More Definitions of Closing Date Merger Consideration

Closing Date Merger Consideration has the meaning set forth in Section 2.8(b)(i).

Closing Date Merger Consideration means an amount equal to the Merger Consideration minus the Closing Date Escrow Amounts, minus the Secured Promissory Note and minus the Guaranteed Consideration.”

Closing Date Merger Consideration means an amount equal to (i) the Base Merger Consideration, plus (ii) Estimated Cash and Cash Equivalents, plus (iii) the Aggregate Option Exercise Amount, plus (iv) the amount, if any, by which Estimated Working Capital exceeds the Target Working Capital, minus (v) the amount, if any, by which Estimated Working Capital is less than the Target Working Capital, minus (vi) Estimated Closing Date Company Indebtedness, minus (vii) Estimated Joint Venture Indebtedness, minus (viii) Estimated Seller Expenses, minus (ix) the CMS Overpayment Liability, plus (x) the Mesa Receivable Amount.

Closing Date Merger Consideration means the shares of Parent Stock issuable as the Merger Consideration less the Holdback Shares and less the Stockholder Representative Fund Shares.

Closing Date Merger Consideration means, collectively, the Cash Merger Consideration and the Common Stock Merger Consideration.

Closing Date Merger Consideration equals (i) the Enterprise Value, plus (ii) Estimated Cash and Cash Equivalents, plus (iii) the aggregate exercise price of all In-the-Money Options outstanding immediately prior to the Effective Time, plus (iv) the amount, if any, by which the Estimated Working Capital exceeds the Target Working Capital, minus, (v) the amount, if any, by which the Estimated Working Capital is less than the Target Working Capital, minus (vi) Estimated Closing Date Funded Indebtedness, minus (vii) Estimated Unpaid Company Transaction Expenses, minus (viii) Unfunded Pension/OPEB Obligation Amount, minus (ix) the Debt Breakage Cost, minus (x) the Adjustment Escrow Amount, minus (xi) the Additional Escrow Amount, minus (xii) the Securityholders’ Representative Expense Amount, minus (xiii) the aggregate Liquidation Preference Amount, plus (xiv) the Additional Consideration, if any. “Closing Date Per Share Merger Consideration” equals the quotient of (a) the Closing Date Merger Consideration, over (b) the Fully-Diluted Shares.

Closing Date Merger Consideration means the Merger Consideration less the Escrow Amount, and less the Stockholder Representative Reserve.