Estimated Merger Consideration definition

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

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Estimated Merger Consideration means the result equal to (i) the Base Merger Consideration, plus (ii) Estimated Closing Cash, minus (iii) Estimated Closing Indebtedness, minus (iv) Estimated Transaction Expenses, plus (v) the amount (if any) by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, minus (vi) the amount (if any) by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital.

Estimated Merger Consideration has the meaning set forth in Section 3.3.

Examples of Estimated Merger Consideration in a sentence

Notwithstanding anything to the contrary herein, the parties hereto acknowledge that the amount payable by Parent pursuant to this Section 2.4(f)(i) shall be the sole and exclusive source of recovery by the Shareholder Representative, on behalf of the Former Holders, for any amounts due if the Final Merger Consideration exceeds the Estimated Merger Consideration.
The Company shall be responsible for making any payments required in connection with any such termination and shall reflect such payment or other consideration incurred by the Company as of the Closing Date or anticipated to be incurred or payable after the Closing in the Estimated Merger Consideration Statement as a Transaction Expense if unpaid as of Closing.
If Parent and the Company fail to agree upon the amounts set forth in the Estimated Merger Consideration Statement at least two (2) Business Days prior to the Closing Date, then, subject to the conditions set forth in Article VI, the Closing shall occur and the Estimated Merger Consideration set forth in the Estimated Merger Consideration Statement delivered by the Company shall be the Estimated Merger Consideration for purposes of the Closing.
The Estimated Merger Consideration Statement shall be prepared in good faith and in accordance with the terms (including the definitions) of this Agreement, including the applicable Accounting Principles, and shall contain reasonably detailed schedules and supporting calculations and information (including unexecuted Payoff Letters in draft form).
For the avoidance of doubt, in no event will the sum of the Closing Date Payments exceed the Estimated Merger Consideration.

More Definitions of Estimated Merger Consideration

Estimated Merger Consideration is defined in Section 2.5(b).

Estimated Merger Consideration is defined in Section 2.8.1.

Estimated Merger Consideration means (a) the Base Merger Consideration, (b) plus (i) all Estimated Cash, (ii) the Upward Net Working Capital Adjustment (if any) and (iii) the aggregate exercise price of all Vested In-the-Money Options outstanding immediately prior to the Effective Time (to the extent cancelled), and (c) less (i) the Estimated Transaction Expenses, (ii) the Estimated Debt, and (iii) the Downward Net Working Capital Adjustment (if any).

Estimated Merger Consideration means an amount equal to the sum of (i) $701,500,000, (ii) minus the Target Net Debt, (iii) plus or minus, as the case may be, the Estimated Net Debt Adjustment, (iv) plus or minus, as the case may be, the Estimated Working Capital Adjustment, (v) plus or minus, as the case may be, the Estimated CapEx Expenditures Adjustment, (vi) minus the Estimated Transaction Expenses, and (vii) plus the Acquisition Amount.

Estimated Merger Consideration means an amount equal to the Merger Consideration calculated as set forth in Section 1.13(a), assuming for purposes of such calculation that the Closing Date Cash is equal to the Estimated Closing Date Cash, the Closing Date Indebtedness is equal to the Estimated Closing Date Indebtedness Amount, the Closing Working Capital is equal to the Estimated Closing Working Capital, and the unpaid Transaction Expenses are equal to the Estimated Closing Date Transaction Expenses.

Estimated Merger Consideration means an amount equal to (i) the Base Merger Consideration, minus (ii) the Estimated Closing Adjustment, minus (iii) the Company Securityholder Representative Expense Amount, minus (iv) the NCP Contingent Payment Escrow Amount, if any, minus (v) the Additional Escrow Amount.

Estimated Merger Consideration means an amount equal to: (a) the Base Value; plus (b) the Estimated Company Cash; minus (c) the Estimated Closing Indebtedness Amount; minus (d) the Estimated Closing Transaction Costs (in the case of Estimated Company Transaction Costs, to the extent not paid by the Company prior to the Closing); plus (e) the Estimated Trust Account Interest; minus (f) the Adjustment Escrow Amount; minus (g) the Stockholder Representative Expense Holdback Amount.