Gross Merger Consideration definition

Gross Merger Consideration means (i) the Enterprise Value, plus (ii) the Aggregate Exercise Price, plus or minus (iii) the amount of the Estimated Cash less the Estimated Indebtedness for borrowed money (with a positive amount being added to the Enterprise Value and a negative amount being deducted from the Enterprise Value), minus (iv) the amount by which the Estimated Net Working Capital falls short of the Target Net Working Capital, minus (v) the Estimated Transaction Expenses. For the avoidance of doubt, in the event the Estimated Net Working Capital exceeds the Target Net Working Capital, there shall be no positive adjustment to the Gross Merger Consideration.

Gross Merger Consideration means USD $2,650,000,000.

Gross Merger Consideration means $415,000,000.

Examples of Gross Merger Consideration in a sentence

• The parties hereto acknowledge and agree that (a) if the Gross Merger Consideration is $245,000,000, then the Purchase Price shall be reduced by an amount equal to the amount by which the Working Capital Adjustment would have reduced the Gross Merger Consideration to less than $245,000,000 but for the parenthetical in Section 2.01(b)(i)(x) of the Merger Agreement and (b) the Purchase Price shall be reduced by any amounts owed by Group to the Partnership.

• Notwithstanding anything to the contrary contained herein, the Acquiror acknowledges and agrees that the Closing is not contingent upon the Acquiror obtaining financing for payment of the Gross Merger Consideration.

• If deducted from the Gross Merger Consideration, such amount shall not be reflected as a liability on the Closing Balance Sheet.

• The Gross Merger Consideration shall be allocated among the Selling Stockholders and holders of the Options as described in Sections 1.3(b) and 3.1 hereof.

• The Gross Merger Consideration represents reasonably equivalent value for the Stock.

More Definitions of Gross Merger Consideration

Gross Merger Consideration means an amount equal to two hundred fifty million dollars ($250,000,000), increased or decreased, as the case may be, by the Working Capital Adjustment (but not decreased to less than two hundred forty-five million dollars ($245,000,000); any Working Capital Adjustment which would result in a decrease in excess of five million dollars ($5,000,000) will be accounted for in the Purchase Agreement). The Merger Price for each Unit shall be payable upon surrender and exchange of the Certificate representing such Unit, shall not bear interest and shall be reduced by any withholding (as provided in Section 2.02(g)).

Gross Merger Consideration as defined in Section 2.7(a).

Gross Merger Consideration means the sum of the Gross HPC Merger Consideration and the Xxxxx Xxxxxx Merger Consideration.

Gross Merger Consideration has the meaning referred to in Section 2.7(a)(vi).

Gross Merger Consideration means the amount of Thirty-Six Million Dollars ($36,000,000) comprised of (A) cash equal to Twenty Seven Million, Four Hundred Fifty Thousand Dollars ($27,450,000) plus (B) the ATS Merger Consideration Shares, plus (C) the Promissory Notes in the aggregate principal amount of Five Million, Five Hundred Thousand Dollars ($5,500,000).

Gross Merger Consideration means an amount equal to $30,000,000.

Gross Merger Consideration means the lower of (x) the Base Gross Merger Consideration and (y) the Gross Merger Consideration Cap;