Escrowed Merger Consideration definition

Escrowed Merger Consideration has the meaning set forth in Section 2.09.
Sample 1
Escrowed Merger Consideration shall have the meaning set forth in Section 10.2 hereto.
Sample 1
Escrowed Merger Consideration means (i) an amount equal to $5 million in cash and (ii) the number of shares of Parent Common Stock that, as of the Effective Time, has a value, based on the Average Closing Price, equal to $5 million.
Sample 1

Examples of Escrowed Merger Consideration in a sentence

  • Any action by the Board in connection with the construction, interpretation, administration, implementation or maintenance of the Plan shall be final, conclusive and binding upon all Directors and any person(s) claiming under or through any Directors.

  • The Escrow Agreement shall provide that Parent is, for federal income tax purposes, the owner of the Escrowed Merger Consideration and is taxable on any earnings thereon.

  • The Nevada Escrow Agreement shall provide that Parent is, for federal income tax purposes, the owner of the Nevada Escrowed Merger Consideration and is taxable on any earnings thereon.

  • As soon as practicable after the Effective Time, without any act of any Escrow Shareholders, Parent shall deposit $3.25 million (the "Escrowed Merger Consideration") of the Merger Consideration otherwise payable to the Escrow Shareholders with State Street Bank (the "Depositary Agent").

  • On the Closing Date, the Nevada Escrowed Merger Consideration shall be deposited by Parent with the Escrow Agent in an escrow account (the “Nevada Escrow Account”) established in accordance with an escrow agreement to be entered into among the Company, the Member Representative, and the Escrow Agent, consistent with the terms set forth in this Agreement and other customary terms and conditions for similar agreements (the “Nevada Escrow Agreement”).

  • The Escrowed Merger Consideration shall consist of cash and Parent Common Stock in the Escrow Proportion, with each share of Parent Common Stock valued for these purposes at the One Day Parent Stock Volume-Weighted Average Price as of the Closing Date.

  • No later than ten (10) calendar days after the Effective Time, I-FLOW shall deposit in escrow pursuant to Article IX hereof, the number of shares of I-FLOW Common Stock constituting the Escrowed Merger Consideration (as defined herein).

  • Without adversely affecting the limits on indemnification set forth in the other paragraphs of this Section 16.5, any claims for indemnification by the Buyer or the Surviving Corporation must first be pursued in accordance with the terms of the Escrow Agreement against the Escrowed Merger Consideration, before being pursued against the Principal Stockholders directly.

  • At the Effective Time, Parent shall deposit with U.S. Bank National Association or any other acceptable banking association mutually acceptable to the parties, or any successor escrow agent (“Escrow Agent”) appointed pursuant to an escrow agreement, substantially in the form attached hereto as Exhibit F (the “Escrow Agreement”), the Closing Escrowed Merger Consideration as set forth in Section 1.8(b).

  • At the Effective Time, the Parent shall deposit with U.S. Bank, N.A. or any successor escrow agent (“Escrow Agent”) appointed pursuant to the Escrow Agreement, the Escrowed Merger Consideration in the form of Escrowed Merger Shares in the Escrow Fund in accordance with Section 1.8(b) hereof.


More Definitions of Escrowed Merger Consideration

Escrowed Merger Consideration means that sum equal to twenty-five per cent (25%) of the 1998 Value of the Company and placed in escrow pursuant to Section 2.2(c) hereof. For the purposes of this Agreement, the Escrowed Merger Consideration shall equal $2,500,000.
Sample 1
Escrowed Merger Consideration shall have the meaning as set forth in SECTION 1.7.
Sample 1

Related to Escrowed 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).

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

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

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

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

  • Per Share 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).

  • 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.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • 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.

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

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

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

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

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

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

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

  • Escrowed Shares has the meaning set forth in Section 2.4.