Estimated Cash Merger Consideration definition

Estimated Cash Merger Consideration means (i) $460,000,000, minus (ii) the amount of Estimated Indebtedness, minus (iii) the amount of the Estimated Company Transaction Expenses, plus (iv) the amount of Estimated Cash, plus (v) the Estimated Working Capital, minus (vi) the Working Capital Peg, minus (vii) the Securityholder Representative Expense Amount, minus (viii) the Specified Matters Escrow Amount, minus (ix) the Purchase Price Adjustment Escrow Amount.
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Estimated Cash Merger Consideration has the meaning set forth in Section 2.10(b)(i).
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Estimated Cash Merger Consideration means the Closing Cash Merger Consideration, provided, that all references to Closing Net Cash/Debt Amount, Closing Net Working Capital and Closing Company Transaction Expenses in the definition of Adjustment Amount (and in the definitions of Closing Net Working Capital Excess and Closing Net Working Capital Shortfall, as applicable) shall be replaced by Estimated Net Cash/Debt Amount, Estimated Net Working Capital and Estimated Company Transaction Expenses, respectively.
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Examples of Estimated Cash Merger Consideration in a sentence

  • For the avoidance of doubt, any breach of this Agreement by Buyer for failing to pay the Estimated Cash Merger Consideration or deliver the Stock Merger Consideration upon the terms and subject to the conditions set forth herein will be deemed an intentional breach by Buyer.

  • Buyer shall be entitled to review, comment on and request reasonable changes to the amount and calculation of the Estimated Cash Merger Consideration, and the Company shall consult and confer with Buyer and consider in good faith any comments made by Buyer with respect to the amount and calculation of the Estimated Cash Merger Consideration prior to the Closing Date.

  • The parties have agreed upon an illustrative calculation of the Estimated Cash Merger Consideration and related estimates of the per share amounts payable to the Effective Time Holders in connection with the Merger in each case determined based on the assumptions set forth in the Payout Spreadsheet Trial Run, which illustrative calculations are set forth in the Payout Spreadsheet Trial Run.

  • On or before the third Business Day before the Closing Date, the Company shall deliver to Buyer a schedule setting forth the portion of the Estimated Cash Merger Consideration and the number of shares of Buyer Common Stock payable or deliverable, as applicable, to each Shareholder and the Optionee, and the payment to be made to each PSR Holder pursuant to Section 1.14, together with wire transfer instructions for each such Person.

  • In the event that Buyer and the Company cannot mutually determine the amount of the Estimated Cash Merger Consideration within two Business Days after Buyer’s receipt of the Company’s amount and calculation of the Estimated Cash Merger Consideration, the Parties agree that the Company’s then‑proposed amount and calculation of the Estimated Cash Merger Consideration will be the Estimated Cash Merger Consideration at Closing for all purposes hereunder.


More Definitions of Estimated Cash Merger Consideration

Estimated Cash Merger Consideration shall have the meaning set forth in Section 3.4.
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Estimated Cash Merger Consideration means the Estimated Merger Consideration to be paid in cash pursuant to Section 1.10(a)(iii).
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Estimated Cash Merger Consideration means the Cash Merger Consideration component of the Estimated Merger Consideration.
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Estimated Cash Merger Consideration is defined in Section 2.2.
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Related to Estimated Cash Merger Consideration

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

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

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

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

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

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

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

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

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

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

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

  • Non-Cash Consideration means consideration in a form other than cash.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

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

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • 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.

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

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.