Final Cash Merger Consideration definition

Final Cash Merger Consideration has the meaning set forth in Section 2.06(e).

Final Cash Merger Consideration is defined in Section 4.3(b).

Final Cash Merger Consideration means (i) $460,000,000, minus (ii) the amount of Final Indebtedness, minus (iii) the amount of the Final Company Transaction Expenses, plus (iv) the amount of Final Cash, plus (v) the Final Working Capital, minus (vi) the Working Capital Peg, minus (vii) the Securityholder Representative Expense Amount, minus (viii) the Specified Matters Escrow Amount, minus(ix) the Purchase Price Adjustment Escrow Amount.

Examples of Final Cash Merger Consideration in a sentence

• The Auditors shall promptly deliver to the Parent and the Stockholders’ Representative a written report setting forth its resolution of the disputes and the reasonable basis for each of its determinations, along with its determination of the Final Cash Merger Consideration, which shall be prepared in a manner consistent with the principles set forth in this Agreement and shall be final and binding on the Parties.

• Any payment made by any Key Person or Company Member or Parent or Merger Sub pursuant to this Article IX will be deemed an adjustment to the Final Cash Merger Consideration.

• For the avoidance of doubt, all Tax deductions arising in connection with payments made by the Company prior to the Closing or amounts included in the final calculation of the Final Cash Merger Consideration, including Closing Company Transaction Expenses, shall be allocated to the Company in the Pre-Closing Tax Period to the maximum extent permitted under applicable Law.

• Specifically, the parties agree that such Merger will be treated (i) by the Company Members as a sale of partnership interests to Parent for the Final Cash Merger Consideration, Restricted Shares and Earn-Out Payments, and (ii) by Parent as a purchase of the assets of the Company for the Final Cash Merger Consideration, Restricted Shares and Earn-Out Payments.

• Section 9.3 shall have no application to Claims regarding Taxes relating to Pass-Through Income Tax Proceedings, contest procedures for which shall be governed exclusively by Section 6.6. Any indemnity payment made pursuant to Article IX shall be treated as an adjustment to the Final Cash Merger Consideration for all Tax purposes unless otherwise required by applicable Law.

More Definitions of Final Cash Merger Consideration

Final Cash Merger Consideration means (i) the Cash Merger Consideration, plus (ii) the Final Adjustment Amount (for the avoidance of doubt, if the Final Adjustment Amount is a negative number, this will result in a reduction to the Final Cash Merger Consideration).

Final Cash Merger Consideration means the Closing Cash Merger Consideration, provided, that all references to Closing Net Cash/Debt Amount, Closing Net Working Capital and Closing Company Transaction Expenses in the definition of Adjustment Amount (and in the definitions of Closing Net Working Capital Excess and Closing Net Working Capital Shortfall, as applicable) shall be replaced by Final Net Cash/Debt Amount, Final Net Working Capital and Final Company Transaction Expenses, respectively.

Final Cash Merger Consideration shall have the meaning set forth in the Merger Agreement.

Final Cash Merger Consideration for the purposes of this Agreement.

Final Cash Merger Consideration means the Closing Cash Merger Consideration, as adjusted in accordance with Section 3.8. “Final Closing Statement” has the meaning set forth in Section 3.8(b).

Final Cash Merger Consideration means the Closing Cash Merger Consideration, as adjusted in accordance with Section 3.8.

Final Cash Merger Consideration means (i) the Base Merger Consideration, plus (ii) the amount of the Bad Debt Reserve, plus (iii) the amount, if any, by which the Closing Net Working Capital as finally determined pursuant to Section 2.16 exceeds the Target Net Working Capital Amount, plus (iv) the amount of Cash of the Company as of the open of business on the Closing Date as finally determined pursuant to Section 2.16, minus (v) the amount, if any, by which the Closing Net Working Capital as finally determined pursuant to Section 2.16 is less than the Target Net Working Capital Amount, minus (vi) the Indemnification Escrow Amount, minus (vii) the Adjustment Escrow Amount, minus (viii) the Shareholder Representative Expense Amount, minus (ix) the outstanding Indebtedness of the Company as of the open of business on the Closing Date as finally determined pursuant to Section 2.16, minus (x) the amount of unpaid Transaction Expenses of the Company as of the open of business on the Closing Date as finally determined pursuant to Section 2.16; minus(xi) the Underfunded Pension Liability Amount, and minus(xii) the Subordinated Note Amount.