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.

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.

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.

• 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 cannot be sold, assigned, hypothecated or otherwise transferred except by will or pursuant to an involuntary transfer and the laws of descent and distribution.

• 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.