Deferred Merger Payment definition

Deferred Merger Payment means the payment of the “Holdback Amount” (as defined in the Closing Date Acquisition Agreement) plus any interest accrued thereon pursuant to the Closing Date Acquisition Agreement.
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Deferred Merger Payment means the payment of the “Holdback Amount” (as defined in the Zoosk Acquisition Agreement plus any interest accrued thereon pursuant to the Zoosk Acquisition Agreement.
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Examples of Deferred Merger Payment in a sentence

  • If a Change of Control Transaction with respect to the Company occurs after the Closing Date but on or prior to the Deferred Payment Date, then the resulting Deferred Merger Payment shall be made within ten (10) Business Days after the closing of any such Change of Control Transaction.

  • Following the payment under this Section 3.4(d), the Securityholders shall have no rights to receive any further Deferred Merger Payment.

  • The rights of the Stockholders and Closing Holders to receive the Deferred Merger Payment cannot be sold, assigned, hypothecated or otherwise transferred except by will or pursuant to an involuntary transfer and the laws of descent and distribution.

  • Each share of Company Common Stock issued and outstanding as of the moment immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the Closing Payment, the number of Escrowed Shares determined pursuant to Section 3.3(a), subject to the terms and conditions of the Escrow Agreement, and the Deferred Merger Payment, each as set forth below.

  • Neither the Parent nor the Surviving Corporation shall have the right to offset any Losses for which any of them is entitled to be indemnified under Section 10.2 against any Deferred Merger Payment due hereunder, except to the extent such claim for indemnification involves the commission of fraud by Holders or the Company.

  • The rights of the Stockholders and Closing Holders to receive the Deferred Merger Payment shall arise automatically on the Closing Date without further act by Parent, Company, or Merger Sub.

  • Payment of the Deferred Merger Payment shall be made as provided in subsection (a) no later than December 31, 2007, unless the amount of the Deferred Merger Payment is in dispute as provided in subsection (b).

  • Frutarom utilizes its R&D, production, and marketing infrastructures in the field of food and beverages to develop natural color solutions based on natural extracts from vegetables, fruits, and other natural substances.

Related to Deferred Merger Payment

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

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

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

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

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

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

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

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Second Merger has the meaning set forth in the Recitals.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Cash Exchange Payment means with respect to a particular Call Exchange for which the Corporation has elected to make a Cash Exchange Payment in accordance with SECTION 2.1 of this Agreement or a particular Put Exchange for which the Shareholder has elected to receive a Cash Exchange Payment (and such Cash Exchange Payment is capable of being made) in accordance with SECTION 2.2 of this Agreement:

  • Permitted Merger shall have the meaning set forth in Section 3.01.

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

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • First Merger shall have the meaning given in the Recitals hereto.

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

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

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Company Merger has the meaning set forth in the recitals hereto.

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such, or such earlier date as a majority of the Board of Directors shall become aware of the existence of an Acquiring Person.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Pre-Acquisition Reorganization has the meaning set out in Section 6.8;