Closing Merger Consideration definition

Closing Merger Consideration has the meaning set forth in Section 2.02

Closing Merger Consideration means the Closing Cash Consideration plus the Closing Share Consideration.

Closing Merger Consideration means the Enterprise Value, plus (a) the Estimated Working Capital Adjustment (which may be a positive or negative number), minus (b) the amount, if any, by which Estimated Cash is less than $1,000,000 (and otherwise $0), minus (c) the amount of Estimated Indebtedness, minus (d) the amount of Estimated Transaction Expenses, minus (e) the Indemnification Escrow Amount, minus (f) the Integration Cost Escrow Amount, minus and (g) the Stockholder Representative Expense Amount.

Examples of Closing Merger Consideration in a sentence

• Parent shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the applicable portion of the Closing Merger Consideration Shares out of the Exchange Fund in accordance with the Closing Consideration Spreadsheet and the other applicable provisions contained in this Agreement.

• The Parent shall deliver the ---------------------------- Closing Merger Consideration to the Shareholders.

• On or after the Effective Time, any Certificates presented to the Exchange Agent, the Surviving Corporation or Adara for any reason shall be canceled and exchanged for the Per Share Closing Merger Consideration in accordance with the provisions of Article III.

• Adara shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the Per Share Closing Merger Consideration out of the Exchange Fund in accordance with this Agreement.

• The Per Share Closing Merger Consideration payable in connection with the conversion of the Company Common Stock in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Common Stock.

More Definitions of Closing Merger Consideration

Closing Merger Consideration means the (i) the Enterprise Value, plus (ii) the Closing Cash, plus (iii) the aggregate exercise price of the Options and Warrants that are not exercised prior to the Effective Time to the extent that such amount is not included in the definition of Closing Cash, minus (iv) the Closing Company Indebtedness, and minus (v) the Transaction Costs.

Closing Merger Consideration has the meaning set forth in Section 3.1(a).

Closing Merger Consideration has the meaning set forth in Section 1.4(a).

Closing Merger Consideration means (a) the Cash Consideration and Stock Consideration, plus (b) the Estimated Adjustment Amount, plus (c) the Reimbursable Expenses, minus (d) the Indemnification Escrow Amount, minus (e) the Special Election Escrow Amount.

Closing Merger Consideration means an amount (not less than zero) equal to (a) the Base Merger Consideration plus (b) the Closing Adjustment Amount (which amount will be subtracted if a negative number) minus (c) the Company Transaction Costs.

Closing Merger Consideration means the number of shares of Parent Common Stock equal to (a) the Closing Merger Consideration Amount, divided by (b) the Trading Average.

Closing Merger Consideration means the Merger Consideration less the Adjustment Escrow Deposit;