Estimated Adjusted Net Merger Consideration definition

Estimated Adjusted Net Merger Consideration means the Net Merger Consideration minus the amount, if any, by which Estimated Closing Net Working Capital (as determined pursuant to Section 1.7(a)) is less than the Target Closing Net Working Capital.
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Estimated Adjusted Net Merger Consideration means an amount equal to (i) the Base Merger Consideration, plus (ii) the Estimated Net Working Capital Differential, minus (iii) the Estimated Net Debt, minus (iv) the Estimated Outstanding Company Transaction Expenses, plus (vi) the Aggregate Option Exercise Amount.
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Estimated Adjusted Net Merger Consideration means an amount equal to (i) the Base Merger Consideration, plus (ii) the Estimated Net Working Capital Differential, minus (iii) the Estimated Net Debt, minus (iv) Estimated Outstanding Company Transaction and Other Expenses, plus (v) the Aggregate Option Exercise Amount.
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Examples of Estimated Adjusted Net Merger Consideration in a sentence

  • Escrow Funds shall be withheld from each Stockholder’s cash portion of the Estimated Adjusted Net Merger Consideration based on each Stockholder’s pro rata portion of the Estimated Adjusted Net Merger Consideration payable to the Stockholders in accordance with Section 1.6 (the “Pro Rata Interest”).

  • Escrow Funds in an amount equal to the Escrow Amount shall be withheld from each Shareholder’s portion of the Estimated Adjusted Net Merger Consideration based on each Shareholder’s Pro Rata Portion.

  • The Shareholder Representative Fund shall be withheld from each Shareholder’s portion of the Estimated Adjusted Net Merger Consideration based on each Shareholder’s Pro Rata Portion.

  • Pursuant to, and subject to the terms and conditions of, the Escrow Agreement, the funds in the Escrow Account (the “Escrow Funds”) shall be used solely for any amounts owed to the Buyer for any Shortfall Amount under Section 1.9. Escrow Funds in an amount equal to the Escrow Amount shall be withheld from each Equityholder’s portion of the Estimated Adjusted Net Merger Consideration based on each Equityholder’s applicable Pro Rata Portion of the Escrow Amount.

  • The Equityholder Expense Fund shall be withheld from each Equityholder’s portion of the Estimated Adjusted Net Merger Consideration based on each Equityholder’s applicable Pro Rata Portion.


More Definitions of Estimated Adjusted Net Merger Consideration

Estimated Adjusted Net Merger Consideration means an amount equal to (i) the Estimated Net Merger Consideration plus (ii) the aggregate exercise price of all Company Options (whether or not vested or exercisable) as of immediately prior to the Effective Time.
Sample 1
Estimated Adjusted Net Merger Consideration means an amount equal to (i) the Base Merger Consideration, plus (ii) the Estimated Net Working
Sample 1

Related to Estimated Adjusted Net Merger Consideration

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

  • Total 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).

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

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

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

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

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

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

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

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

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

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

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

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Company Value means the actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its balance sheet for the period ended immediately prior to the determination date, provided that (i) if the Company Value is being determined in connection with a Change of Control that establishes the Company’s net worth, then the Company Value shall be the net worth established thereby and (ii) if the Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “trading day” shall be any day on which the NYSE is open for trading, whether or not the Common Shares are then listed on the NYSE and whether or not there is an actual trade of Common Shares on any such day. If the holder of Convertible Shares disagrees as to the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).