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 has the meaning set forth in Section 2.7(a).

Examples of Deferred Merger Consideration in a sentence

• 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.

• Any portion of the Deferred Merger Consideration Fund (including the proceeds of any investments thereof and any shares of Parent Common Stock) that remains unclaimed by the former stockholders of the Company two years after the Effective Time shall be delivered to the Surviving Corporation.

• As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Escrow Agent, for the benefit of the holders of shares of the Company Common Stock (other than Dissenting Shares), for distribution in accordance with this Article IX, the Deferred Merger Consideration (the "Deferred Merger Consideration Fund").

• No amount was payable as Deferred Merger Consideration on January 14, 2000, the first anniversary of the date of the merger agreement.

More Definitions of Deferred Merger Consideration

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 means the aggregate of the Deferred Per Share Merger Consideration multiplied by sum of (i) the number of shares of Company Common Stock and (ii) the number of Option Shares subject to Vested Stock Options, in each case immediately prior to the Effective Time.

Deferred Merger Consideration means Ten Million Dollars ($10,000,000).

Deferred Merger Consideration means $3,000,000;

Deferred Merger Consideration shall have the meaning specified in Section 2.9 of the Agreement.

Deferred Merger Consideration means either:

Deferred Merger Consideration means the Parent Shares to be issued to the Specified Equityholders in accordance with Section 2.6(a)(iv) of the Merger Agreement, which shall be held in a restricted account of the transfer agent of Parent for the benefit of the Specified Equityholders at the Closing of the First Merger, subject to the possibility of forfeiture, as contemplated by the Merger Agreement, this Agreement and the similar Deferred Merger Consideration Agreements entered into by the other Specified Equityholders. The amount of Parent Shares constituting the Deferred Merger Consideration shall be adjusted as appropriate to reflect any stock splits, stock dividends, reverse stock splits, combinations, reorganizations, reclassifications or similar events affecting Parent Shares at any time following the date hereof.