Estimated Initial Merger Consideration shall have the meaning set forth in Section 1.8(a).

Estimated Initial Merger Consideration means a dollar amount equal to (i) the Initial Merger Cash Consideration, plus (ii) the Estimated Net Working Capital Surplus, if any, minus (iii) the Estimated Closing Debt, minus (iv) the Estimated Unpaid Company Transaction Expenses, minus (v) the Estimated Net Working Capital Deficit, if any, minus (vi) the Reserve Fund.

Estimated Initial Merger Consideration means an amount in cash that is equal to (a) the Base Consideration Value, plus (b) the total amount of Estimated Closing Cash, plus (c) the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, minus (d) the amount, if any, by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital, minus (e) the total amount of Estimated Closing Indebtedness, minus (f) the total amount of the Estimated Unpaid Transaction Expenses, minus (g) the Adjustment Escrow Amount, minus (h) the Indemnity Escrow Amount, minus (i) the amount of the Expense Fund; provided, that in the event the amount set forth in clause (c) or (d), as applicable, is within the Target Net Working Capital Collar, such amount shall be Zero Dollars ($0) for purposes of calculating the “Estimated Initial Merger Consideration”.

Examples of Estimated Initial Merger Consideration in a sentence

Based on such estimates and prior to Closing, the Company and Parent shall in good faith calculate and mutually agree on estimates of such amounts to be used for purposes of determining the Estimated Initial Merger Consideration for purposes of Closing.
At the Closing, Parent shall pay on behalf of the Surviving Corporation (or shall cause the Surviving Corporation to pay) each of the (i) debtors pursuant to each such Payoff Letter the full amount set forth therein, and (ii) advisors or other service providers to the Company pursuant to each such Invoice the full amount set forth therein, in each case to the extent that such amounts were included in the calculation of the Estimated Initial Merger Consideration.
At the Closing, Parent shall pay on behalf of the Surviving Corporation (or shall cause the Surviving Corporation to pay) each of the (i) debtors pursuant to each such Payoff Letter the full amount set forth therein, and (ii) advisors or other Service Providers to the Company pursuant to each such Invoice the full amount set forth therein, in each case to the extent that such amounts were included in the calculation of the Estimated Initial Merger Consideration.
Parent and the Paying Agent shall be permitted to rely, without further inquiry, on the Initial Payment Allocation Schedule (and any update thereof) in making payment of the Estimated Initial Merger Consideration to the Indemnifying Securityholders without any Liability to any Indemnifying Securityholder or purported Indemnifying Securityholder or other Person in connection therewith.
Promptly following the determination of Estimated Initial Merger Consideration pursuant to Section 2.7 and no later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a spreadsheet in the form of Exhibit K (the “Consideration Spreadsheet”), certified by the Chief Executive Officer or Chief Financial Officer of the Company, setting forth the information requested therein as of the Effective Time.
Promptly following the determination of Estimated Initial Merger Consideration pursuant to Section 2.7 and no later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a spreadsheet in the form of Exhibit I (the “Consideration Spreadsheet”), certified by the Chief Executive Officer or Chief Financial Officer of the Company, setting forth the information requested therein as of the Effective Time.

More Definitions of Estimated Initial Merger Consideration

Estimated Initial Merger Consideration means a dollar amount equal to (i) the aggregate Market Value of the Parent Share Consideration, plus (ii) the Merger Cash Consideration, plus (iii) the Estimated Closing Cash, plus , (iv) the Estimated Net Working Capital Surplus, if any, minus (v) the Estimated Closing Debt, minus (vi) the Estimated Unpaid Company Transaction Expenses, minus (vii) the Escrow Amount, minus (viii) the Estimated Net Working Capital Shortfall, if any, minus (ix) the Reserve Fund.

Estimated Initial Merger Consideration means a dollar amount equal to (i) the Merger Cash Consideration, plus (ii) the

Related to Estimated Initial Merger Consideration

Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Cash 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).
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).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Stock Consideration has the meaning set forth in Section 2.01(c).
Cash Consideration has the meaning set forth in Section 2.2.
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.
Initial Consideration shall have the meaning set forth in Section 5.01.
Common Stock Consideration has the meaning set forth in Section 1.6(b).
Earnout Consideration has the meaning set forth in Section 2.6 below.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Total Consideration shall have the meaning as set forth in Section 2.8.
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Earn-Out Consideration is defined in Section 2.5(c).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

Estimated Initial Merger Consideration definition

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