Final Aggregate Merger Consideration definition

Final Aggregate Merger Consideration has the meaning set forth in Section 2.9.

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.

Final Aggregate Merger Consideration shall have the meaning specified in Section 2.2(i)(i) of this Agreement.

Examples of Final Aggregate Merger Consideration in a sentence

• If applicable, within five (5) Business Days after the determination of the Final Aggregate Merger Consideration, the Joining Parties shall make any such payment to Parent as required by this Section 3.5(e).

• 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.

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

• 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.

• 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”).

• Any payment under Article VII, this Article VIII, or any other indemnification provisions of this Agreement, to the extent such payment can be 57 properly so characterized under applicable Law, shall be treated by the Parties as an adjustment to the Final Aggregate Merger Consideration.

• 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 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”).

• In no event shall the Arbiter’s determination result in the Final Aggregate Merger Consideration being less than that set forth in the Final Merger Consideration Statement or greater than that set forth in the Statement of Objection.

• 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.