Gross Merger Consideration definition

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

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 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)).

Examples of Gross Merger Consideration in a sentence

• On the Closing Date, the Stockholder Representative Expense Fund Amount shall be withheld from the aggregate Gross Merger Consideration otherwise payable in respect of Common Stock, Series A Preferred Stock, Series B Preferred Stock (if any share of Series B Preferred Stock is outstanding), Series C Preferred Stock, and Exchanged Options and deposited by Parent into a separate account (the “Stockholder Representative Expense Fund Account”) with the Stockholder Representative.

• To systematize what we cognize from them, we form regulative elemental concepts such as earths (acids and alkalis), salts, inflammable substances, and even water and air (A 646/B 674).These regulative elements are in turn methodologically unified so as to attain transcendental unities—“genera”—for all of the objects of natural science (A 653/B 681).

More Definitions of Gross Merger Consideration

Gross Merger Consideration means $415,000,000.

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

Gross Merger Consideration means ONE HUNDRED THIRTY MILLION AND NO/100 DOLLARS ($130,000,000), which shall be payable as follows: $84,500,000 in cash and a number of validly issued, fully paid, and nonassessable shares of UCBI Stock equal to the quotient of $45,500,000 divided by the UCBI Average Stock Price (the “Stock Consideration”); provided, however, that (a) in the event the UCBI Average Stock Price is greater than fifteen percent (15%) of the Starting Price, then the Stock Consideration shall be a number of shares of UCBI Stock equal to the quotient obtained by dividing $45,500,000 by the product of (i) the Starting Price multiplied by (ii) 1.15, and (b) in the event the UCBI Average Stock Price is less than fifteen percent (15%) of the Starting Price, then the Stock Consideration shall be a number of shares of UCBI Stock equal to the quotient obtained by dividing $45,500,000 by the product of (i) the Starting Price multiplied by (ii) 0.85.

Gross Merger Consideration means Fourteen Million Five Hundred Thousand (14,500,000) shares of Engage Common Stock, subject to adjustment as provided in clauses (A), (B) and (C) below.

Gross Merger Consideration has the meaning set forth in Section 1.5.

Gross Merger Consideration has the meaning ascribed to such term in Section 2.4(b)(i).

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