Final Adjusted Net Merger Consideration has the meaning ascribed to it in Section 1.10(a)(iii)C.

Final Adjusted Net Merger Consideration means the finally determined Merger Consideration, based upon (1) all amounts agreed upon by the Buyer and the Equityholder Representative, and (2) all other amounts, if any, determined by the Accounting Firm pursuant to the Dispute Resolution Procedure. Upon the determination of the Final Adjusted Net Merger Consideration, the Buyer Closing Statement shall be deemed to be adjusted to include the finally determined amounts.

Final Adjusted Net Merger Consideration shall have the following meaning:

Examples of Final Adjusted Net Merger Consideration in a sentence

Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Final Adjusted Net Merger Consideration for all Tax purposes, and no party may take any position inconsistent with such characterization.
Upon the determination of the Final Adjusted Net Merger Consideration, the Parent Closing Statement shall be deemed to be adjusted to include the finally determined amounts.
All amounts paid with respect to indemnity claims under this Agreement shall be treated by the parties hereto for all purposes as an adjustment to the Final Adjusted Net Merger Consideration unless otherwise required by Law.
Notwithstanding anything to the contrary contained herein, in no event shall the Estimated Gross Merger Consideration, Initial Adjusted Net Merger Consideration, Final Adjusted Net Merger Consideration or Gross Merger Consideration exceed the Gross Merger Consideration Cap and in no event shall Parent, Merger Sub and/or the Surviving Corporation be obligated to pay any amount in excess of the Gross Merger Consideration Cap.
For breaches of S ection 2.13(Intellectual Property), Parent Parties’ indemnification will be subject to those further limitations set forth in S chedule 8.5(c); and provided, further that no Stockholder’s aggregate liability under this Article III shall exceed, in the aggregate, such Stockholder’s Pro Rata Portion in the Final Adjusted Net Merger Consideration.
For breaches of Section 2.13(Intellectual Property), Parent Parties’ indemnification will be subject to those further limitations set forth in Schedule 8.5(c); and provided, further that no Stockholder’s aggregate liability under this Article III shall exceed, in the aggregate, such Stockholder’s Pro Rata Portion in the Final Adjusted Net Merger Consideration.

More Definitions of Final Adjusted Net Merger Consideration

Final Adjusted Net Merger Consideration means the Estimated Adjusted Net Merger Consideration, minus the amount by which Actual Closing Net Working Capital is less than Estimated Closing Net Working Capital.

Related to Final Adjusted Net Merger Consideration

Total Merger Consideration has the meaning set forth in Section 2.2(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Base Merger Consideration means an amount equal to $1,855,000,000.
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Cash Merger Consideration has the meaning set forth in Section 2.9(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Per Share Merger Consideration has the meaning set forth in Section 3.1(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).
Closing Cash Consideration has the meaning set forth in Section 2.6(b).
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Cash Consideration has the meaning set forth in Section 2.2.
Earnout Consideration has the meaning specified in Section 2.08(a).
Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).
Company Share means one share of common stock of the Company, $0.01 par value per share.
Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2
Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Earn-Out Consideration is defined in Section 2.5(c).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
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.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Stock Consideration has the meaning set forth in Section 2.01(c).

Final Adjusted Net Merger Consideration definition

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