Escrow Merger Consideration definition

Escrow Merger Consideration means any remaining portion of the escrowed funds not subject to claims and therefore released by the Escrow Agreement to the Effective Time Company Holders as provided by this Agreement and the Escrow Agreement.
Sample 1
Escrow Merger Consideration means (i) any remaining portion of the Escrow Fund after payment of all Losses of Parent and the Surviving Corporation pursuant to this Agreement, (ii) any remaining portion of the Adjustment Reserve Fund after payment of the Net Adjustment Amount, if required to be paid pursuant to Section 3.05(i), (iii) any remaining portion of the Securityholders’ Amount not subject to claims for costs and expenses incurred by the Securityholder Agent, in each case as provided by this Agreement and the Escrow Agreement and (iv) all interest accruing on funds deposited in the Escrow Fund.
Sample 1
Escrow Merger Consideration means (a) any remaining portion of the Escrow Fund after payment of all Losses of the Parent Indemnitees pursuant to this Agreement, (b) any remaining portion of the Shareholders’ Amount not subject to claims for costs and expenses incurred by the Shareholder Agent and (c) all interest accruing on funds deposited in the Escrow Fund, in each case as provided by this Agreement and the Escrow Agreement.
Sample 1

Examples of Escrow Merger Consideration in a sentence

  • At the Closing, the Merger Consideration other than the Escrow Merger Consideration (the “Closing Merger Consideration”) shall be allocated and distributed to the holders of each Series of Preferred Stock of Crossflo.

  • The Tax Escrow Merger Consideration shall be withheld from the Upfront Common Consideration to be received by the Common Shareholders on a pro rata basis based upon the amount of Upfront Common Consideration to be received by each such holder as a percentage of the total Upfront Common Consideration to be received by all such Common Shareholders.

  • Any party hereto may at any time during normal business hours (with reasonable notice) inspect any records or reports relating to the Specific Performance Escrow Merger Consideration.

  • Upon the surrender of each Certificate and the payment by the Disbursement Agent of the Cash Merger Consideration, in exchange therefor, less the Xxx Xxxxxx Escrow Merger Consideration (if applicable), such Certificate shall forthwith be canceled.

  • The General Escrow Merger Consideration and the Tax Escrow Merger Consideration shall be held by the Escrow Agent under the General Escrow Agreement and the Tax Escrow Agreement, respectively, pursuant to the terms thereof.

  • For purposes of clarity, the amount of Merger Consideration actually received by a Crossflo Principal Officer for purposes of calculating the Indemnity Limit shall be reduced by any Damages paid by such Crossflo Principal Officer out of the Escrow Merger Consideration as a result of such Crossflo Principal Officer being a Crossflo Stockholder.

  • The Escrow Merger Consideration shall be held and disposed of in accordance with the terms of the Escrow Agreements.

  • The Escrow Merger Consideration shall be deposited into escrow pursuant to Section 1.11 and each Escrow Agreement shall provide for the establishment of sub escrow accounts for each Company Shareholder participating in such Escrow Agreement, which sub escrow account shall be based upon the pro rata percentage of each participant's initial interest in the applicable Escrow Merger Consideration (the "SUB ESCROW ACCOUNTS").

  • All distributions of the Escrow Merger Consideration to the Buyer under this Section 6.3(c) and Section 6.3(d) shall consist of pro rata portions of each Sub Escrow Account in the applicable Escrow Agreement on deposit with the Escrow Agent based on the ratio that the number of Escrow Shares initially deposited in such Sub Escrow Account bore to the number of Escrow Shares initially deposited in all Sub Escrow Accounts under the applicable Escrow Agreement.

  • Upon the surrender and exchange of a Certificate, the holder shall receive the Cash Merger Consideration into which the Shares represented by such Certificate were converted, less the Xxx Xxxxxx Escrow Merger Consideration (if applicable), and shall retain a proportionate interest in the Damages Escrow Merger Consideration, and the Xxx Xxxxxx Escrow Merger Consideration (if applicable).


More Definitions of Escrow Merger Consideration

Escrow Merger Consideration shall have the meaning set forth in Section 1.5(e).
Sample 1
Escrow Merger Consideration means the cash amount remaining in the Escrow Fund (including any remaining interest) after payment of (a) the Final Working Capital Shortfall pursuant to Section 3.05(b), if any, and (b) all indemnification claims for Losses of Acquiror pursuant to this Agreement.
Sample 1

Related to Escrow Merger Consideration

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

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

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

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

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

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

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

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

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

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

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

  • 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).

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

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

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • 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.

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

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

  • Escrow Cash is defined in Section 4.1(a).

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

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

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