Closing Merger Consideration definition

Closing Merger Consideration has the meaning set forth in Section 2.02

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

Closing Merger Consideration has the meaning specified in Section 3.01(d).

Examples of Closing Merger Consideration in a sentence

• Neither the Buyer nor the Surviving Company will be liable to any Unitholder for any portion of such Unitholder’s Closing Merger Consideration delivered to any public official pursuant to any applicable abandoned property, escheat or similar Law.

• From and after the Effective Time, each holder of Company Units will cease to have any rights as an equityholder of the Surviving Company except as otherwise provided in this Agreement or by applicable Law, and the Buyer and the Surviving Company will be entitled to treat each Company Unit that has not yet been surrendered for exchange solely as evidence of the right to receive the Closing Merger Consideration into which such Company Unit has been converted pursuant to the Merger.

• Each of the parties agrees to treat any payments under this Article 9 as an adjustment to the Closing Merger Consideration for all Tax purposes unless otherwise prohibited by applicable Law.

More Definitions of Closing Merger Consideration

Closing Merger Consideration means the sum of:

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.

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 has the meaning specified in Section 3.01(a).

Closing Merger Consideration means an aggregate amount equal to (i) the Initial Purchase Price, (ii) minus the Expense Holdback Amount, (iii) minus the Adjustment Escrow Amount, (iv) minus the Indemnity Escrow Amount, (v) solely to the extent the matter set forth on Schedule 6.2(a) is not resolved and all claims related thereto satisfied or released prior to the Closing, minus the Special Indemnity Escrow Amount.

Closing Merger Consideration means (a) the Estimated Merger Consideration, minus (b) the Adjustment Escrow Deposit Amount.

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