Estimated Closing Merger Consideration definition

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

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 an amount equal to:

Examples of Estimated Closing Merger Consideration in a sentence

• First: “If I show that they are en- tirely guilty, not for this reason will I ask you to put them to death, if it is not expedient” (3.44.2).

• At least three (3) Business Days prior to the Closing Date, Company shall deliver to Parent its good faith estimate of the Closing Merger Consideration (the “ Estimated Closing Merger Consideration”), including reasonable support for its calculation of the Estimated Closing Merger Consideration.

• ERT Members are vital resources that address these important challenges.

• At the Closing, (A) Parent shall deposit the Closing Cash Consideration with the Paying Agent, and (B) through such mechanics as may be required taking into account the requirements of applicable Law and accounting and tax considerations, Parent shall, or shall cause a third party to, deposit with the Paying Agent, for the benefit of the Accredited Stockholders, evidence of the Parent Share Consideration determined based upon the Estimated Closing Merger Consideration, in electronic or book-entry form.

• As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

More Definitions of Estimated Closing Merger Consideration

Estimated Closing Merger Consideration means the calculation of the Closing Merger Consideration based on the Estimated Statements.

Estimated Closing Merger Consideration means (i) the Enterprise Value, 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 Estimated Unpaid Transaction Expenses, minus (ix) the Stockholder Representative Expense Amount.

Estimated Closing Merger Consideration is defined in Section 2.03(a)(i).

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.

Estimated Closing Merger Consideration shall have the meaning set forth in Section 4B.

Estimated Closing Merger Consideration means (i) the Estimated Merger Consideration, minus (ii) $32,000,000, minus (iii) the Expense Fund Amount; provided, that if the Estimated Merger Consideration is less than or equal to $32,000,000, the Estimated Closing Merger Consideration shall equal the (A) Estimated Merger Consideration, minus (B) the Expense Fund Amount.

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).