Escrowed Merger Consideration definition

Escrowed Merger Consideration has the meaning set forth in Section 2.8(a).
Sample 1
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

Examples of Escrowed Merger Consideration in a sentence

  • Parent will make available to the Exchange Agent, as needed, (i) an aggregate amount of cash equal to the aggregate cash to be paid to the Stockholders hereunder and (ii) the Escrowed Merger Consideration to be held in accordance with the terms of the Escrow Agreement.

  • 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.

  • In addition, the Purchaser will be entitled to draw up to $7,500,000 of the Escrowed Merger Consideration to fund certain post-Closing employment-related obligations of the Company and of the Company Subsidiaries on the terms provided in the Escrow Agreement.

  • In addition, the Purchaser will be entitled to draw on $7,500,000 of the Escrowed Merger Consideration to fund certain post-closing employment-related obligations of the Company and of the Company Subsidiaries on the terms provided in the Escrow Agreement.

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

  • The Escrow Agent shall deposit from the Escrow Account into the first additional account (the “Healthcare Indemnity Account”) the First Tranche Healthcare Escrowed Merger Consideration.

  • 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, or the first Business Day after the Closing Date in the event that the Closing Date is not a Business Day, the Escrowed Merger Consideration shall be deposited by Parent with the Escrow Agent in an escrow account (the “Escrow Account”) established in accordance with the Escrow Agreement.

  • Such decrease shall be applied first to the Other Escrowed Merger Consideration.

  • The availability rate of rural water facilities in the Northern Zone would increase from 83.5 percent in 2008 to 87.5 percent in 2015.


More Definitions of Escrowed Merger Consideration

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
Escrowed Merger Consideration shall have the meaning set forth in Section 10.2 hereto.
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 3.2(a)(ii).

  • 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 $1,200,000,000.

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

  • 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).

  • 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 2.05(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 has the meaning set forth in the Recitals.

  • 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).