Final Aggregate Merger Consideration definition

Final Aggregate Merger Consideration has the meaning set forth in Section 2.9.
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Final Aggregate Merger Consideration means (a) $348,500,000, minus (b) the amount of Final Indebtedness, plus (c) the Final Net Working Capital less the Final Target Net Working Capital Amount (which may be a positive or negative dollar amount), plus (d) the amount of Final Cash (which may be a positive or negative dollar amount), minus (e) the amount of the Final Company Transaction Expenses, plus (f) the amount of the Final Acquisition Adjustment Amount.
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Final Aggregate Merger Consideration shall have the meaning specified in Section 2.2(i)(i) of this Agreement.
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Examples of Final Aggregate Merger Consideration in a sentence

  • Parent shall provide the Shareholders’ Representative copies of all backup and work papers in connection with Parent’s calculation of the Final Aggregate Merger Consideration (other than documents protected from disclosure by attorney client privileges or similar privileges) as well as access to any books and records of the Company reasonably requested by the Shareholders’ Representative in connection with the Shareholders’ Representative’s review of the Final Merger Consideration Statement.

  • The unauthorized peers can then download content from authorized peers, which have the incentives to serve them as long as the unauthorized peer is tit-for-tat compliant.

  • Furthermore, if the Final Aggregate Merger Consideration exceeds the Closing Aggregate Merger Consideration, the Stockholder Representative and Parent will promptly (but in any event within three Business Days) deliver a joint written instruction to the Escrow Agent to release to the Exchange Agent the funds in the Adjustment Escrow Account for the benefit of the Common Stockholders.

  • All distributions made to the Escrowed Holders out of the Escrow Fund shall be based on such stockholder’s proportionate interest in the Final Aggregate Merger Consideration it is entitled to receive pursuant to Article III (“Pro Rata Share”).

  • No later than one-hundred and twenty (120) days after the Final Aggregate Merger Consideration is finally determined hereunder, Parent shall deliver to the Unitholders’ Representative an allocation of all amounts treated as consideration for Tax purposes as of the Closing Date, determined in a manner consistent with the Allocation Schedule, Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Parent’s Allocation”).

  • All amounts paid by the Stockholders to the Buyer or its affiliates or by the Buyer to the Stockholders or their respective affiliates pursuant to this Article VIII shall be treated as adjustments to the Final Aggregate Merger Consideration for all Tax purposes.

  • Within ten (10) Business Days after the final determination of the Final Net Working Capital Value, the Final Adjusted Final Long-Term Liabilities and the Final Inventory Value whichever later occurs, Parent shall deliver to the Shareholders’ Representative a statement setting forth Parent’s calculation of the Final Aggregate Merger Consideration (the “Final Merger Consideration Statement”), along with a description in reasonable detail of the Company’s calculation of the Adjustment Payment.

  • All payments under this Section 8.03 will be treated by the parties as an adjustment to the Final Aggregate Merger Consideration.

  • A Chairperson shall be responsible for preparing the agenda for Board and general meetings.

  • If Parent and the Shareholders’ Representative are unable to resolve the disagreement within ten (10) Business Days of receipt of Parent’s notice of disagreement, the determination of the Final Aggregate Merger Consideration shall be made by the Arbiter.

Related to Final Aggregate Merger Consideration

  • 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).

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

  • 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).

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

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

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

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

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

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

  • 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.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

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

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

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • 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.

  • 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.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.