Final Closing Merger Consideration definition

Final Closing Merger Consideration means the Closing Merger Consideration, as adjusted pursuant to Section 2.9.

Final Closing Merger Consideration has the meaning set forth in Section 2.14.1.

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

• 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).

• The parties hereto agree to treat any payments made pursuant to this Section as adjustments to the Final Closing Merger Consideration for all Tax purposes to the maximum extent permitted by applicable Law.

• The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration").

• All payments of the Final Closing Merger Consideration made upon surrender of shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time.

• All Final Closing Merger Consideration paid or payable upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid or payable in full satisfaction of all rights pertaining to the Shares formerly represented by such Certificate and, from and after the Effective Time, there shall be no further registration of transfers of Shares that were issued and outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving Corporation.

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 2.13, 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 Merger Consideration minus (B) the Estimated Closing Merger Consideration;

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:

Final Closing Merger Consideration means the sum of the Base Merger Consideration plus the Final Closing Working Capital Paid at Closing;

Final Closing Merger Consideration shall have the meaning set forth in Section 4G(iii).

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.