Final Adjusted Net Merger Consideration definition

Final Adjusted Net Merger Consideration has the meaning ascribed to it in Section 1.10(a)(iii)C.
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Final Adjusted Net Merger Consideration means the actual finally determined Net Merger Consideration, based upon (1) all amounts agreed upon by Parent and the Shareholder Representatives, and (2) all other amounts determined by the Independent Accounting Firm pursuant to Section 1.10(a)(iii)B. 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.
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Final Adjusted Net Merger Consideration shall have the following meaning: (A) If the Actual Closing Net Working Capital (as determined pursuant to Section 1.7(b)) is greater than or equal to the Estimated Closing Net Working Capital (as determined pursuant to Section 1.7(a)), then “Final Adjusted Net Merger Consideration” shall be the same amount as Estimated Adjusted Net Merger Consideration. (B) If the Actual Closing Net Working Capital (as determined pursuant to Section 1.7(b)) is less than the Estimated Closing Net Working Capital (as determined pursuant to Section 1.7(a)), then “Final Adjusted Net Merger Consideration” shall mean the Estimated Adjusted Net Merger Consideration, minus the amount by which Actual Closing Net Working Capital is less than Estimated Closing Net Working Capital.
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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.

  • 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.

  • 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.

  • 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.


More Definitions of Final Adjusted Net Merger Consideration

Final Adjusted Net Merger Consideration means the Net Merger Consideration, minus the amount, if any, by which Actual Closing Net Working Capital is less than the Target Closing Net Working Capital.
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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 $1,200,000,000.

  • 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 3.2(a)(ii).

  • 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).

  • 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 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 means the ratio at which the Transferee Bank shares shall be allotted to the Transferor Banks’ shareholders as set out in the Schedule; and

  • 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 2.05(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.

  • 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).

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

  • 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.

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

  • 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.