Examples of Estimated Adjusted Net Merger Consideration in a sentence

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.
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.
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 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.

More Definitions of Estimated Adjusted Net Merger Consideration

Estimated Adjusted Net Merger Consideration means (i) the Estimated Gross Merger Consideration minus (ii) the amount of the Estimated Net Indebtedness minus (iii) the amount of the Estimated Company Expenses;

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 has the meaning set forth in Section 3.1(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
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 2.8(a).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Cash Consideration has the meaning set forth in Section 2.02.
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 means “net consideration” as defined in Regulation Section 1.848-2(f));
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
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 the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.
Earnout Consideration has the meaning set forth in Section 2.6 below.
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).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).
Estimated Closing Cash has the meaning set forth in Section 2.4(a).

Estimated Adjusted Net Merger Consideration definition

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Related Definitions

Related to Estimated Adjusted Net Merger Consideration