Conclusive Merger Consideration definition

Conclusive Merger Consideration shall have the meaning set forth in Section 2.11(g).
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Conclusive Merger Consideration shall be an amount in cash equal to:
Sample 1

Examples of Conclusive Merger Consideration in a sentence

  • The “Final Adjustment Amount” shall be the difference, if any, between the Conclusive Merger Consideration and the Estimated Merger Consideration.

  • The Adjustment Amount (if any) shall be (i) the “Additional Merger Consideration” if the Conclusive Merger Consideration is more than the Estimated Merger Consideration or (ii) the “Excess Amount” if the Conclusive Merger Consideration is less than the Estimated Merger Consideration.

  • The “Adjustment Amount” shall be the difference, if any, between the Conclusive Merger Consideration and the Estimated Merger Consideration.

  • The “Adjustment Amount” shall be the difference, if any, between the Conclusive Merger Consideration, on the one hand, and the Estimated Merger Consideration, on the other hand; provided that in no event shall the Adjustment Amount be greater than the Escrow Amount.

  • For the sake of clarity, the amounts for the Base Consideration, the Payoff Amount and the Transaction Bonus Amount are not subject to adjustment under this Section 2.8 and, for the purposes of the definition of the Conclusive Merger Consideration in this paragraph (e), shall be equal to the respective amounts set forth on the Closing Date Statement.

  • The Final Adjustment Amount (if any) shall be (i) the “Additional Merger Consideration” if the Conclusive Merger Consideration is more than the Estimated Merger Consideration or (ii) the “Excess Amount” if the Conclusive Merger Consideration is less than the Estimated Merger Consideration.

Related to Conclusive Merger Consideration

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

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

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

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

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

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

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

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

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

  • 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.

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

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

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • 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.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • 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.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.