Final Merger Consideration Certificate definition

Final Merger Consideration Certificate has the meaning set forth in Section 1.7(b).
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Final Merger Consideration Certificate shall have the meaning set forth in Section 1.5(d) of this Agreement. GBCC shall have the meaning set forth in Section 1.1 of this Agreement. GAAP shall mean generally accepted accounting principles under current United States accounting rules and regulations, consistently applied throughout the periods covered. In no event shall the consistent application of the historical accounting policies used by the Company have priority over GAAP, regardless of materiality.
Sample 1
Final Merger Consideration Certificate has the meaning assigned to such term in Section 3.1(d).
Sample 1

Examples of Final Merger Consideration Certificate in a sentence

  • The calculations set forth in the Final Merger Consideration Certificate of the (A) Per Share Series A Preferred Merger Consideration, (B) Per Share Series B Preferred Merger Consideration, (C) Per Share Series C Preferred Merger Consideration, (D) Per Share Common Merger Consideration and (E) the Option and Warrant Merger Consideration, and the amounts payable in accordance thereof, will be binding and will be used for all purposes of this Agreement.

  • If the Stockholder Representative does not deliver the Disputed Items Notice to Parent within 30 days after the date of delivery of the Final Merger Consideration Certificate, the calculation of the Merger Consideration specified in the Final Merger Consideration Certificate will be conclusively presumed to be true and correct in all respects and will be final and binding upon the parties.

Related to Final Merger Consideration Certificate

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

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

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

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

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

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

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

  • Company Stock Certificate shall have the meaning set forth in Section 1.6.

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Allocation Certificate shall have the meaning set forth in Section 5.20.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

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

  • Company Certificate means the Amended and Restated Certificate of Incorporation of the Company as in effect on the date hereof.

  • Closing Certificate means the closing certificate of the Company in the form of Exhibit B hereto.

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

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • 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).