First Merger Consideration definition

First Merger Consideration shall have the meaning set forth in Section 3.1(c).
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First Merger Consideration has the meaning set forth in Section 3.1(b) of this Agreement.
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First Merger Consideration means the consideration set forth on Exhibit N-1.
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Examples of First Merger Consideration in a sentence

  • If, after the First Effective Time, any such holder fails to perfect or withdraws or loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the First Effective Time into the right to receive the portion of the First Merger Consideration, if any, to which such holder is entitled pursuant to Section 3.1(a)(i), without interest.

  • For the avoidance of doubt, until surrendered as contemplated by this Section 3.3, each Certificate, other than Excluded Shares or Dissenting Shares, shall be deemed after the First Effective Time to represent only the right to receive the First Merger Consideration payable in respect thereof, plus any dividends or other distributions payable pursuant to Section 3.4(d).

  • Parts of the agree- ments about North Kosovo do, indeed, seem highly problematic, as they introduce elements of ethnic- based governance (Surroi, 2015).

  • Wherever pursuant to this Agreement it is provided that Borrower shall pay any costs and expenses, such costs and expenses shall include, but not be limited to, Attorney Costs.

  • Monitoring and enforcement responsibilities under the various environmental laws are fragmented among regulatory institutions, licensing authorities, etc.

  • As of the First Effective Time, all such shares of Company Common Stock and Company Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the First Merger Consideration, without interest.

  • As of the Closing, Parent will have sufficient funds to pay all cash amounts required to be paid by it, the Surviving Companies and Merger Subs in connection with the First, Second and Third Mergers, including the cash portion of the First Merger Consideration and the cash portion of the Third Merger Consideration and all payments, fees and expenses related to or arising out of the First, Second and Third Mergers.

  • As of the First Effective Time, all of the SPAC Shares shall no longer be outstanding and shall automatically be canceled by virtue of the First Merger and each former holder of SPAC Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive, in accordance with this Section 3.1, the First Merger Consideration and otherwise as expressly provided herein.

  • Any holder of Delaware Parent Common Stock who has not theretofore complied with this Article II shall thereafter look only to the First Surviving Corporation for payment of their respective portion of the First Merger Consideration (after giving effect to any required Tax withholdings as provided in Section 2.8).

  • The "Second Merger Consideration" shall be shares of Buyer's Common Stock having a value, at the IPO Price, of an amount equal to three and one-half (3.5) times the difference between; (i) the annualized Company Adjusted EBITDA used in determining First Merger Consideration and (ii) Acquisition Adjusted EBITDA.


More Definitions of First Merger Consideration

First Merger Consideration as defined in Section 2.7(a).
Sample 1
First Merger Consideration means cash and stock having an aggregate value of seven (7) times the annualized Company Adjusted EBITDA based upon the greater of: (aa) the annualized Company Adjusted EBITDA for the three (3) months beginning January 1, 1998 and ending with March 31, 1998; or (bb) the annualized Company Adjusted EBITDA for the full months beginning January 1, 1998 and ending on the last day of the month immediately prior to the Closing for which financial statements are available. The parties agree that Exhibit 2.7(a), which is attached hereto and incorporated herein by this reference, sets forth the agreed categories of adjustments for the Company. The First Merger Consideration shall consist of (i) fifty percent (50%) in shares of restricted Common Stock of Buyer which number of shares of Common Stock shall be determined by dividing fifty percent (50%) of the amount of the total First Merger Consideration by Buyer's initial public offering price per share (the "IPO Price") and (ii) fifty percent (50%) in cash. The "Second Merger Consideration" shall be shares of Buyer's Common Stock having a value, at the IPO Price, of an amount equal to three and one-half (3.5) times the difference between; (i) the annualized Company Adjusted EBITDA used in determining First Merger Consideration and (ii) Acquisition Adjusted EBITDA. "Acquisition Adjusted EBITDA" means the actual twelve (12) months EBITDA of Acquisition after the Effective Date, including in such calculation of EBITDA any increase for any acquisitions for such period, and excluding (i) all reasonable acquisition expenses of this merger transaction and any and all other acquisitions (provided however that any acquisition costs not incurred or approved by Sellers shall be excluded regardless of whether such costs are reasonable which consent shall not be unreasonably withheld by Sellers); and (ii) any costs or expenses not in the ordinary course of Acquisition's business which are approved by Buyer in writing; (iii) all overhead, management fees, or other amounts charged to Acquisition by Buyers or any Related Person of Buyer. There shall be counted as an expense, any bonus amounts paid to Robexx Xxxxxxx xx a bonus to any employee of the Company
Sample 1
First Merger Consideration has the meaning set forth in Section 2.1(c)(iii)(B).
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First Merger Consideration means (i) the PubCo Class A Ordinary Shares receivable by Company Shareholders other than the Company Founders equal to the Exchange Ratio pursuant to Section 3.1(a)(i) and (ii) the PubCo Class B Ordinary Shares receivable by the Company Founders equal to the Exchange Ratio pursuant to Section 3.1(a)(i).
Sample 1
First Merger Consideration means the number of validly issued, fully paid and non-assessable Buyer Shares that is determined by dividing $180,000,000 by the Average Daily Closing Price, as adjusted pursuant to Section 5.3 hereof.
Sample 1

Related to First Merger Consideration

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

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

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

  • 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 3.2(a)(ii).

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

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

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

  • 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).

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

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

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

  • First Merger has the meaning set forth in the Recitals.

  • 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.

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

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

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • 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.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

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

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

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