Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Estimated Merger Consideration is defined in Section 2.5(b).
Estimated Merger Consideration has the meaning set forth in Section 3.3.
Examples of Estimated Merger Consideration in a sentence
Net Working Capital shall be calculated in accordance with the example calculation set forth on Exhibit 2.4(h); provided, that in no event will (i) any amounts set forth on Exhibit 2.4(h) for purposes of the example calculation of Net Working Capital be binding in connection with the determination of the Estimated Merger Consideration or the Merger Consideration, or (ii) any Tax assets or Tax liabilities be included in the calculation of Net Working Capital.
More Definitions of Estimated Merger Consideration
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 means an amount equal to (A) the Applicable Base Merger Consideration, minus (B) the Estimated Company Transaction Fees and Expenses, plus (C) the amount (if any) by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (D) the amount (if any) by which the Estimated Net Working Capital is less than the Target Net Working Capital.
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 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. Is defined in Section 1.8(a).
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.
Estimated Merger Consideration has the meaning set forth in Section 1.10.