Final Adjusted Merger Consideration definition

Final Adjusted Merger Consideration means (i) the Final Merger Consideration minus (ii) the amount, if any, reserved in the Representative Holdback Amount pursuant to Section 10.19(b) as determined in good faith by the Representative at the time of determination of the Final Adjusted Merger Consideration.
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Final Adjusted Merger Consideration means the Estimated Adjusted Merger Consideration, plus the amount by which Actual Closing Net Working Capital is greater than Estimated Closing Net Working Capital.
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Final Adjusted Merger Consideration means (i) the Final Merger Consideration minus (ii) the amount, if any, reserved in the Representative Holdback Amount pursuant to Section 11.18(b) as determined in good faith by the Representative at the time of determination of the Final Adjusted Merger Consideration.
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Examples of Final Adjusted Merger Consideration in a sentence

  • Any cash amount payable pursuant to Section 2.11(e)(i) or Section 2.11(e)(ii) shall be paid and issued within five (5) Business Days after the determination of the Final Adjusted Merger Consideration pursuant to this Section 2.11 by wire transfer of immediately available funds to the account designated in writing by the recipient thereof.

  • From and after the Effective Time, until surrendered as contemplated by this Section 2.8(c), each Company Table of Contents Stock Certificate formerly representing shares of Company Capital Stock shall be deemed to represent for all purposes only the right to receive the applicable Final Adjusted Merger Consideration, if any, in respect of such shares of Company Capital Stock formerly represented thereby in accordance with the terms of this Agreement and in the manner provided herein.

  • The Final Adjusted Merger Consideration into which each share of Company Capital Stock will be converted in the Merger, if any, conforms to the Company Organizational Documents and no Company Stockholder shall be entitled to receive any different or additional amount in the Merger with respect to shares of Company Capital Stock held by such Company Stockholder.

  • If the difference between the Preliminary Adjusted Merger Consideration and the Final Adjusted Merger Consideration exceeds the amount of the Adjustment Escrow Fund, the Parent shall have the right to make a claim against the Indemnification Escrow Fund in the amount of such excess.

  • Notwithstanding anything to the contrary in this Section 2.8 or elsewhere in this Agreement, at the Effective Time, any Final Adjusted Merger Consideration otherwise payable to a Company Stockholder that is Unvested Cash shall be payable to such Company Stockholder only in accordance with the terms and conditions of the Stock Restriction Agreement Amendment to which such Company Stockholder is a party.

  • In this event, each Indemnifying Party shall be deemed to have contributed a pro rata portion of such payment to Parent from their respective allocated portion of the Escrow Fund, and (B) the number of shares of Parent Class A Common Stock issuable upon exercise, and the exercise price, of each Assumed Option then outstanding shall be adjusted and recalculated in the manner contemplated by Section 2.7(c)(i) to reflect the Option Exchange Ratio derived from the Final Adjusted Merger Consideration.

  • Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, in no event shall the aggregate consideration paid or payable in respect of all equity securities of the Company exceed the Final Adjusted Merger Consideration as finally determined pursuant to Section 2.11.

  • Such payment is expressly conditioned upon the execution and delivery of a Stockholder Transmittal Letter properly completed and duly executed by such Company Stockholder, and (B) the number of shares of Parent Class A Common Stock issuable upon exercise, and the exercise price, of each Assumed Option then outstanding shall be adjusted and recalculated in the manner contemplated by Section 2.7(c)(i) to reflect the Option Exchange Ratio derived from the Final Adjusted Merger Consideration.

  • On the Closing Date, Parent will have sufficient funds to pay the aggregate Final Adjusted Merger Consideration payable in respect of shares of Company Capital Stock in the Merger pursuant to this Agreement.

  • The Indemnifying Parties, the Representative and Parent agree to treat (and cause their affiliates to treat) any payments received pursuant to Section 8.2 as adjustments to the Final Adjusted Merger Consideration for all Tax purposes, to the maximum extent permitted by Legal Requirements.


More Definitions of Final Adjusted Merger Consideration

Final Adjusted Merger Consideration shall have the following meaning: (A) If the Actual Closing Net Working Capital (as determined pursuant to Section 2.8(c)) is equal to the Estimated Closing Net Working Capital (as determined pursuant to Section 2.8(b)), then “Final Adjusted Merger Consideration” shall be the same amount as Estimated Adjusted Merger Consideration. (B) If the Actual Closing Net Working Capital (as determined pursuant to Section 2.8(c)) is greater than the Estimated Closing Net Working Capital (as determined pursuant to Section 2.8(b)), then “Final Adjusted Merger Consideration” shall mean the Estimated Adjusted Merger Consideration, plus the amount by which Actual Closing Net Working Capital is greater than Estimated Closing Net Working Capital.
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Final Adjusted Merger Consideration has the meaning set forth in Section 2.11(e).
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Final Adjusted Merger Consideration means (i) the Adjusted Merger Consideration plus (ii) any Additional Merger Consideration.
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Final Adjusted Merger Consideration means Estimated Adjusted Merger Consideration, minus the amount by which Actual Closing Net Working Capital is less than Estimated Closing Net Working Capital.
Sample 1

Related to Final Adjusted Merger Consideration

  • 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).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Base Merger Consideration means $1,200,000,000.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Working Capital Adjustment Amount means an amount, which may be positive or negative, calculated in accordance with Schedule C, equal to the difference of (a) the Closing Date Adjusted Working Capital minus (b) the Preliminary Adjusted Working Capital.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings 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 Holdings or any of its Subsidiaries.