Final Closing Merger Consideration has the meaning set forth in Section 2.11(h)(i).

Final Closing Merger Consideration means (a) forty-five million dollars ($45,000,000), plus (b) the amount of Closing Cash (as finally determined in accordance with Section 5.3), plus or minus (c) the amount by which the Net Working Capital exceeds or is less than, respectively, the Target Net Working Capital (as finally determined in accordance with Section 5.3), minus (d) the amount of Closing Indebtedness (as finally determined in accordance with Section 5.3), minus (e) the amount of Transaction Expenses (as finally determined in accordance with Section 5.3), minus (f) the amount of the Expense Funds, plus (g) the Aggregate Option Exercise Value.

Examples of Final Closing Merger Consideration in a sentence

At the Closing, Parent will have sufficient funds available to pay the Final Closing Merger Consideration, all Further Distributions and any fees or expenses incurred by Parent and Merger Sub in connection with the Transactions and Transaction Agreements.

More Definitions of Final Closing Merger Consideration

Final Closing Merger Consideration means, without duplication, (i) the Enterprise Value, less (ii) Final Indebtedness, plus (iii) Final Closing Cash, less (iv) Final Transaction Expenses, plus (v) the Final Net Working Capital Adjustment, less (vi) the Escrow Amount, less (vii) the Indemnity Escrow Amount. For purposes of this Agreement, “Post-Closing Adjustment Amount” means (x) the Final Closing Merger Consideration less (y) the Closing Merger Consideration (which may be a positive or negative number). Within five (5) Business Days after the Final Closing Merger Consideration and the Post-Closing Adjustment Amount are finally determined pursuant to this Section 4.2:

Final Closing Merger Consideration shall be calculated by recalculating the Estimated Closing Merger Consideration using the Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Unpaid Transaction Expenses, in each case, as finally determined in accordance with Section 2.11, in lieu of the Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Unpaid Transaction Expenses and otherwise using the components of the Estimated Closing Merger Consideration as set forth in the definition of Estimated Closing Merger Consideration. For purposes of this Agreement, the “Net Adjustment Amount” means an amount, which may be positive or negative, equal to (A) Final Closing Merger Consideration minus (B) the Estimated Closing Merger Consideration;

Final Closing Merger Consideration means the Closing Merger Consideration (i) as set forth in the Closing Statement, if the Holders Representative accepts the Closing Statement as delivered or does not deliver an Objection Notice during the Objection Period, or (ii) as determined pursuant to Section 2.2.2(c), if the Holders Representative delivers an Objection Notice during the Objection Period.

Final Closing Merger Consideration means an amount equal to Thirty-Six Million Dollars ($36,000,000), minus the Escrow Amount, minus the Net Company Debt, minus the Advance Amount, minus the Company Transaction Expenses minus the amount by which the Final Net Working Capital Amount, is less than the Closing Target Net Working Capital Amount; provided, however, that such amount shall be in the form of consideration set forth in Section 2.5.3.

Final Closing Merger Consideration means the Final Purchase Price, minus an amount equal to (a) the Final Loan Indebtedness and (b) the Final Unpaid Transaction Expenses.

Final Closing Merger Consideration is defined in Section 3.6.5.

Final Closing Merger Consideration means (A) if a Dispute Notice is not delivered within the thirty (30) day period provided in Section 3.6.3, the Final Closing Merger Consideration reflected in the Proposed Closing Statement as prepared by Parent or (B) if such a Dispute Notice is delivered within the thirty (30) day period provided in Section 3.6.3, the Final Closing Merger Consideration as finally determined pursuant to Section 3.6.4 reflecting (x) any adjustments agreed to in writing by Parent and the Equityholder Representative with respect to any matters raised in the Dispute Notice that are resolved by agreement of Parent and the Equityholder Representative and (y) any adjustments made pursuant to the decision of the Independent Accountant with respect to any matters raised in the Dispute Notice that are resolved by the Independent Accountant in accordance with Section 3.6.4. If the Final Closing Merger Consideration differs from the Estimated Closing Merger Consideration set forth in the Estimated Closing Statement, within five (5) Business Days following the determination of the Final Closing Merger Consideration: