Deferred Merger Consideration definition

Deferred Merger Consideration means any additional consideration payable with respect to the Shares and Vested Options pursuant to Section 3.05 (Working Capital Adjustment) or pursuant to the Escrow Agreement.

Deferred Merger Consideration means the portion of the Merger Consideration determined in accordance with Schedule 2.3(b)(iii).

Deferred Merger Consideration means 257,431 Parent Shares. The parties acknowledge and agree that this number of Parent Shares is being used solely for purposes of the formulas in this Agreement, and that the actual number of Parent Shares to be issued to the Deferred Merger Consideration Employees pursuant to Section 2.6(a)(iv) will be a lower number determined in accordance with the applicable formulas. “Deferred Merger Consideration Agreement” or “Deferred Merger Consideration Agreements” has the meaning assigned to it in the Recitals.

Examples of Deferred Merger Consideration in a sentence

• The Employer agrees issue advance payments of estimated net salary for vacation periods of two or more complete weeks, provided a written request for such advance payment i s received from the employee a t least six weeks prior t o the before the employee’s vacation period commences.

• On or prior to the Closing Date, the Company, Parent, Merger Sub, and a designated representative of the holders of the Company Common Stock shall execute and deliver the Escrow Agreement, which Escrow Agreement shall provide for Parent's right to seek payment for a breach of any representation, warranty, covenant, or agreement contained in this Agreement or any document contemplated hereby from the Deferred Merger Consideration Fund.

• The beneficial holders of the Parent Common Stock shall be entitled to direct the manner in which the Escrow Agent shall vote the shares of Parent Company Common Stock held in the Deferred Merger Consideration Fund.

• The Deferred Merger Consideration shall be payable in ten (10) equal annual installments of $500,000.00 each, payable on or before the first through tenth anniversaries of the Closing Date.

• The parties hereto agree that should Parent not make the full payment of any Deferred Merger Consideration within five (5) Business Days the date such Deferred Merger Consideration becomes payable, any amount payable shall accrue interest from the date such Deferred Merger Consideration becomes payable to the date such Deferred Merger Consideration has been paid at an interest rate equal to three percent (3%).

More Definitions of Deferred Merger Consideration

Deferred Merger Consideration has the meaning set forth in Section 2.7.

Deferred Merger Consideration means either: (i) if Buyer’s registration statement on file with the SEC is declared effective on or before February 28, 2011, then an amount in cash equal to the Deferred Amount less an amount in cash equal to the sum of the Deferred Escrow Cash and Deferred Xxxxx Fee, such amount to be payable by Buyer no later than thirty (30) days following the date Buyer’s registration statement on file with the SEC is declared effective; or (ii) if Buyer’s registration statement on file with the SEC is declared effective after February 28, 2011, then an amount equal to either (1) the number of whole shares, rounded up, determined by multiplying (A) the Deferred Shares, by (B) the Exchange Fraction, by (C) 90.0%, or (2) an amount in cash equal to the Deferred Amount less an amount in cash equal to the sum of the Deferred Escrow Cash and Deferred Xxxxx Fee, with the choice between (1) and (2) determined in the sole discretion of Buyer, such amount to be payable, or issuable, as the case may be, by Buyer on March 1, 2011.

Deferred Merger Consideration has the meaning given that term in Section 2.7(b).

Deferred Merger Consideration has the meaning set forth in Section 3.1(e).

Deferred Merger Consideration means $3,000,000;

Deferred Merger Consideration means any additional consideration payable with respect to the Shares and Vested Options pursuant to S ection 3.05 (Working Capital Adjustment) or pursuant to the Escrow Agreement.

Deferred Merger Consideration is defined in Section 2.2.