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 shall have the meaning set forth in Section 3.4.
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Examples of Estimated Cash Merger Consideration in a sentence

  • The amount of Estimated Cash Merger Consideration and Post-Closing Merger Consideration, if any, that each Company Stockholder is entitled to receive for the shares of Company Stock held by such stockholder shall be rounded to the nearest cent (with $0.005 being rounded upward).

  • The portion of any Transfer Taxes payable by the Escrow Equity Holders shall be paid by an appropriate adjustment to the Final Cash Merger Consideration in connection with the calculation of the Estimated Cash Merger Consideration at the Closing or the Final Cash Merger Consideration after the Closing or, if the amount cannot be determined at such time, by an appropriate payment from the Escrow Fund.

  • 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.

  • Any Notice of Disagreement shall include a copy of Parent’s Closing Statement marked to indicate the specific line items of the Closing Statement that are in dispute (the “Disputed Line Items”) and shall be accompanied by the Representative’s calculation of each of the Disputed Line Items and the Representative’s revised Closing Statement setting forth its determination of the Estimated Cash Merger Consideration and any component thereof.

  • ONE OR MORE MEMBER CORPORATIONS OF THE29 GROUP; 30 (III) THE MEMBERS OF WHICH ARE SUBJECT TO THE INCOME TAX1 or would be subject to the income tax if doing business in the State; and 2 (IV) CONSISTING OF ANY OTHER MEMBERS UNDER THE3 CIRCUMSTANCES AND TO THE EXTENT PROVIDED IN REGULATIONS ADOPTED BY4 the Comptroller to prevent the avoidance of tax or to reflect clearly5 THE INCOME OF ANY MEMBER OF THE COMBINED GROUP FOR ANY PERIOD.

  • 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.


More Definitions of Estimated Cash Merger Consideration

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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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 means (i) the Enterprise Value, plus (ii) the Estimated Cash, plus (iii) the Working Capital Overage, if any, minus (iv) the Estimated Indebtedness, minus (v) the Working Capital Underage, if any, minus (vi) the Estimated Transaction Expenses, minus (vii) the Seller Representative Reserve, plus (viii) the Aggregate Vested Option Exercise Price, plus (ix) the Aggregate Outstanding Note Amount minus (x) the Indemnity Escrow Amount.
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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 2.9(a).

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

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

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

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

  • 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 3.2(a)(ii).

  • Merger Consideration has the meaning set forth in Section 2.1(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 the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

  • 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 has the meaning set forth in Section 2.08(a)(i).

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

  • 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.

  • 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 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.

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