Estimated Closing Merger Consideration definition

Estimated Closing Merger Consideration means an amount equal to:

Estimated Closing Merger Consideration has the meaning set forth in Section 3.4(a). “Events” has the meaning set forth in definition of Material Adverse Effect.

Estimated Closing Merger Consideration means the estimate of the Closing Merger Consideration set forth on the Estimated Closing Merger Consideration Certificate.

Examples of Estimated Closing Merger Consideration in a sentence

• The Adjustment Escrow Shares shall be held in a segregated account for the return to Parent with respect to any post-closing adjustment to the Estimated Closing Merger Consideration in Parent’s favor pursuant to Section 3.6 and shall be disbursed in accordance with this Agreement and the Escrow Agreement.

• If the Sellers’ Representative fails to deliver the Draft Working Capital Statement within such thirty (30)-day period, no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18.

• If the Buyer fails to deliver the Draft Working Capital Statement within the aforementioned ninety (90) day period (or such other period as was mutually agreed to by Sellers’ Representative and Buyer in writing), no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18, unless Sellers’ Representative notifies Buyer to the contrary in writing within five (5) Business Days after the expiration of the aforementioned ninety (90) day period.

• Buyer and the SPAC shall have delivered to the Exchange Agent the Buyer Exchangeable Shares constituting the Estimated Closing Merger Consideration, to be held and delivered by the Exchange Agent to the Company Shareholders in accordance with Section 2.9.

• MISO would like members to complete the Member Readiness Assessment as soon as possible.

More Definitions of Estimated Closing Merger Consideration

Estimated Closing Merger Consideration has the meaning set forth in Section 3.4(b)(ii).

Estimated Closing Merger Consideration means the Purchase Price, minus an amount equal to (a) the Estimated Loan Indebtedness; (b) the Estimated Unpaid Transaction Expenses; and (c) the Estimated NWC Reduction Amount, if any.

Estimated Closing Merger Consideration has the meaning set forth in Section 2.8.1.

Estimated Closing Merger Consideration has the meaning referred to in Section 2.7(a)(iv).

Estimated Closing Merger Consideration means the Gross Merger Consideration (A) less the amount of Indebtedness of NSS and its Subsidiaries, if any, outstanding as of the Closing Date, (B) less the amount, if any, of the Stockholders’ Transaction Costs that the Stockholders choose to have ATS pay pursuant to Section 6.8, and (C) less any bonuses (and related withholding and similar amounts) payable in connection with the Merger and the Contemplated Transactions (including amounts due to Xxxxx Xxxxxxxxx and Xxx Xxxx, but excluding the payments referred to on Exhibit G).

Estimated Closing Merger Consideration means a dollar amount, rounded to the nearest whole cent, equal to (a) [***], minus (b) the sum of (i) the amount of Estimated Company Transaction Expenses that have not been paid as of 12:01 a.m. Pacific Time on the Closing Date, plus (ii) the Estimated Closing Indebtedness, plus (iii) the amounts, if any, paid or payable by the Company to [***] pursuant to Sections 2.3.2 and 6 of the License Agreement, dated June 28, 2013, by and between the Company and [***]that are not accounted for in the Budget (as defined in the Purchase Option Agreement) and are due and payable by the Company prior to the Closing Date.

Estimated Closing Merger Consideration means (i) $13,718,058.00, plus (ii) the Estimated Cash, plus (iii) the Working Capital Excess, if any, minus (iv) the Estimated Indebtedness, minus (v) the Working Capital Shortfall, if any, minus (vi) the Escrow Amount, minus (vii) the Purchase Price Adjustment Holdback Amount, minus (viii) the Optionholder Holdback Amount, minus (ix) the Estimated Unpaid Transaction Expenses, minus (x) the Stockholder Representative Expense Amount.