Final Merger Consideration Amount definition

Final Merger Consideration Amount means the amount of the Merger Consideration as set forth in the Final Closing Statement.
Sample 1Sample 2Sample 3
Final Merger Consideration Amount shall be an amount in Dollars equal to (i) the Base Closing Cash Amount plus (ii) the Final Net Working Capital Adjustment (which may be a negative number), if any, minus (iii) the Final Transaction Related Expenses, minus (iv) the Escrow Amount minus (v) the Shareholder Representative Expense Amount.
Sample 1
Final Merger Consideration Amount means an amount equal to: (a) $45,000,000, plus (b) the aggregate cash exercise price payable upon the exercise in full of all Vested Stock Options outstanding and unexercised immediately prior to the Effective Time, plus (c) the Final Closing Cash, minus (d) the Final Closing Indebtedness, minus (e) the Final Unpaid Company Transaction Expenses, minus (f) the Final Closing Working Capital Adjustment Amount.
Sample 1

Examples of Final Merger Consideration Amount in a sentence

  • For the avoidance of doubt, to the extent that Buyer or any of Buyer’s Other Indemnified Persons are entitled to recover Losses outside of the Escrow Account due to this Section 8.3(e), the liability of the Indemnifying Parties for such Losses outside of the Escrow Account shall be several and not joint and allocated based on each Indemnifying Party’s Pro-Rata Percentage and will be limited to the amount of the Total Final Merger Consideration Amount actually received by such Person.

  • In addition to the consideration contemplated by Section 1.11(f), each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than a Dissenting Share) will be converted into and represent the right to receive a portion of the Total Final Merger Consideration Amount in cash and Buyer Stock with a value equal to the Series C Preference Amount in the combination of cash and Buyer Stock contemplated by Section 1.11(c) below.

  • As of the date hereof, Buyer has sufficient funds available to it to pay the Total Final Merger Consideration Amount and the fees and expenses of Buyer and Buyer Subsidiary related to the Transactions and to enable Buyer to perform all of its obligations under this Agreement and the Ancillary Documents.

  • In addition to the consideration contemplated by Section 1.11(f), each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than a Dissenting Share) will be converted into and represent the right to receive a portion of the Total Final Merger Consideration Amount in cash and Buyer Stock with a value equal to the Series A Preference Amount in the combination of cash and Buyer Stock contemplated by Section 1.11(e) below.

  • The Shareholder, by accepting any portion of the Final Merger Consideration Amount and Additional Merger Consideration Amount, agreed that such agency and proxy are coupled with an interest, and are therefore irrevocable without the consent of the Shareholder Representative and shall survive the death, incapacity, bankruptcy, dissolution or liquidation of the Shareholder.

  • If the Securityholder Representative does not timely deliver an Objection Statement as required above, then the calculation of the Final Merger Consideration Amount as set forth in the Final Closing Statement shall be final and binding on the parties and shall not be subject to further review, challenge or adjustment absent Fraud.

  • Eligibility Criteria 7.5 The bidder or the OEM should have supplied and installed at least 500 Semi Automatic Passbook Printer Kiosks with Barcode technology in at least one Scheduled Commercial Bank in the last 3 years (as on 1st January 2021).

Related to Final Merger Consideration Amount

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

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Base Merger Consideration means $1,200,000,000.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).