Final Merger Consideration definition

Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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Final Merger Consideration means the result equal to (A) the Base Merger Consideration, minus (B) the Indebtedness Payoff Amount, minus (C) the unpaid Transaction Expenses, plus (D) the Closing Net Working Capital Surplus, if applicable, minus (E) the Closing Net Working Capital Shortfall, if applicable, plus (F) Cash.

Final Merger Consideration has the meaning set forth in Section 3.8(d).

Examples of Final Merger Consideration in a sentence

Notwithstanding anything to the contrary herein, the parties hereto acknowledge that the amount payable by Parent pursuant to this Section 2.4(f)(i) shall be the sole and exclusive source of recovery by the Shareholder Representative, on behalf of the Former Holders, for any amounts due if the Final Merger Consideration exceeds the Estimated Merger Consideration.
If the parties reach agreement with respect to any Disputed Merger Consideration Items within the Resolution Period, Parent shall promptly revise the Proposed Final Merger Consideration Statement to reflect such agreement, which shall be final, binding upon the parties and conclusive.
If the Shareholder Representative does not deliver a Merger Consideration Dispute Notice prior to expiration of the Representative Review Period, the parties hereto agree that the Proposed Final Merger Consideration Statement shall become final, binding upon the parties and conclusive.
In any event, the “Final Merger Consideration” shall mean the Proposed Final Merger Consideration as finally determined pursuant to this Section 2.4(e).
Parent shall prepare the Proposed Final Merger Consideration Statement in good faith in accordance with the applicable terms and definitions set forth in this Agreement, including the applicable Accounting Principles.

More Definitions of Final Merger Consideration

Final Merger Consideration shall have the meaning set forth in Section 1.9(f)(i).

Final Merger Consideration means an amount equal to (i) the Base Purchase Price, plus (ii) the Final Net Working Capital Adjustment Amount, minus (iii) Closing Date Funded Debt, plus (iv) Closing Date Cash, minus (v) the Closing Date Outstanding Company Expenses, minus (vi) the Escrow Amount, minus (vii) the 2023 EBITDA Adjustment Amount, in each case of clauses (ii), (iii), (iv), (v) and (vi), as finally determined pursuant to Section 3.4(b).

Final Merger Consideration means the result equal to (i) the Base Merger Consideration, plus (ii) Closing Cash, minus (iii) Closing Indebtedness, minus (iv) the Transaction Expenses, plus (v) the amount (if any) by which Closing Net Working Capital exceeds Target Net Working Capital, minus (vi) the amount (if any) by which Target Net Working Capital exceeds the Closing Net Working Capital, in each case, as finally determined pursuant to Section 1.07(b) or Section 1.07(c).

Final Merger Consideration means the Closing Merger Consideration calculated using the components thereof as finally determined pursuant to Section 3.2(b) in lieu of the estimates thereof included in the Estimated Closing Statement.

Final Merger Consideration shall be calculated by recalculating the Estimated Merger Consideration using the Final Working Capital Amount in lieu of the Estimated Working Capital Amount, using the Final Funded Indebtedness in lieu of Estimated Funded Indebtedness, using Final Cash in lieu of Estimated Cash and using the Final Company Transaction Expenses in lieu of Estimated Company Transaction Expenses and otherwise using the components of Estimated Merger Consideration as set forth in the definition of Estimated Merger Consideration. (i) If the Final Merger Consideration is less than the Estimated Merger Consideration paid at the Closing (such amount, the “Deficiency Amount”), Parent shall be paid by wire transfer of same day funds promptly (but in any event within five (5) Business Days after the Final Working Capital Amount, Final Funded Indebtedness, Final Cash and Final Company Transaction Expenses have been agreed upon (through deemed agreement or otherwise) or finally determined by the Independent Arbitrator, in either case in accordance with Section 3.6(a)), such Deficiency Amount from the Escrow Account; provided, however, in no event shall any Equity Holder have personal liability for payment of such amount or any portion thereof, and Parent’s sole recourse with respect thereto shall be the Escrow Funds held by the Escrow Agent. (ii) If any Escrow Funds remain in the Escrow Account after (A) the payment of the Deficiency Amount (or upon a final determination in accordance with Section 3.6(a) that there is no Deficiency Amount) and (B) subject to Section 3.6(f)(i), deducting the aggregate amount of all Securityholder Representative Costs and Expenses (such remaining amount, the “Remaining Amount”), then Parent and the Securityholder Representative shall instruct the Escrow Agent to pay the Remaining Amount in accordance with Section 3.6(f). For the avoidance of doubt, in no event shall the amount of any Securityholder Representative Costs and Expenses be deducted from the Escrow Funds or paid to the Securityholder Representative unless and until all amounts due to Parent in accordance with Section 3.6(e)(i) have been paid in full. (iii) If the Final Merger Consideration is greater than the Estimated Merger Consideration paid at the Closing (such amount, the “Excess Amount”), Parent shall promptly (but in any event within five (5) Business Days after the Final Working Capital Amount, Final Funded Indebtedness, Final Cash and Final Company Transaction Expenses have been agre...

Final Merger Consideration means the Closing Date Merger Consideration, as adjusted pursuant to Section 3.06.

Final Merger Consideration means the Closing Merger Consideration as finally adjusted pursuant to Section 2.4.