Initial Cash Merger Consideration definition

Initial Cash Merger Consideration means:

Initial Cash Merger Consideration has the meaning set forth in Section 2.6(a)(ii)(A).

Initial Cash Merger Consideration means $3,000,000, minus (i) the amount by which the cash in the Company at the Effective Time (following the Required Payments actually paid) is less than the Initial Cash Balance, minus (ii) any other Purchase Price Reductions, plus (iii) the amount by which the cash in the Company at the Effective Time (following the Required Payments actually paid) is more than the Initial Cash Balance, minus (iv) the amount of the Stockholders’ Representative Expense Fund and minus (v) the amount of estimated Taxes by which the Company elects to reduce the Initial Cash Merger Consideration by pursuant to Section 11.2.

Examples of Initial Cash Merger Consideration in a sentence

• If a downward Post-Closing Adjustment to the Initial Cash Merger Consideration is required to be made in accordance with this Section 1.9(h), Buyer shall be entitled to receive, and the Escrow Agent shall deliver to Buyer, an amount equal to such downward adjustment from the Purchase Price Adjustment Escrow Amount, within seven (7) Business Days of the determination of the Post-Closing Adjustment in accordance with this Section 1.9(h).

• With respect to the Company, Transaction Expenses unpaid as of the Effective Time that shall be deducted in the calculation of the Initial Cash Merger Consideration shall also include (i) $100,000 as the anticipated cost of obtaining an audit of the Company’s financial statements and (ii) $75,000 as the anticipated costs of retention payments to be paid to certain of the Company’s employees and consultants.

• If any of the Initial Cash Merger Consideration Inputs in the Closing Statement are different than the Initial Cash Merger Consideration Inputs in the Closing Notice, then corresponding adjustments will be made to the Merger Consideration.

• The Appraiser shall be given reasonable access to all relevant financial information, books, records, schedules, memoranda and other documents prepared or reviewed by Parent or any of its representatives that are relevant to the Draft Closing Statement, and to all personnel, including accounting personnel, involved in the preparation of the Draft Closing Statement, in connection with its calculation of the Initial Cash Merger Consideration Inputs.

• Business Day each such adjustment shall be netted against each other such adjustment to arrive at one adjustment (upward or downward, as appropriate), if any, to the Initial Cash Merger Consideration (the “ Post-Closing Adjustment”).

• For the avoidance of doubt, in no event shall any adjustment pursuant to this Section 2.12(c) (i) increase the Initial Cash Merger Consideration or (ii) be made by Parent following the Closing.

More Definitions of Initial Cash Merger Consideration

Initial Cash Merger Consideration means (a) the Aggregate Allocable Share of the Base Merger Consideration minus (b) the Escrowed Amount.

Initial Cash Merger Consideration means the Initial Merger Consideration, minus the Warrant Payments.

Initial Cash Merger Consideration shall have the meaning set forth in Section 2.1(a)(i). "Initial Non-Cash Merger Consideration" shall have the meaning set forth in Section 2.1(a)(ii). "Intellectual Property" shall have the meaning set forth in Section 3.8(a). "Issued Registered Intellectual Property" shall have the meaning set forth in Section 3.8(c). "Key Employee" shall have the meaning set forth in Section 12.1. "Key Employees" shall have the meaning set forth in Section 12.1. The terms "knowledge" and "known" when not capitalized shall be construed, except as specifically otherwise provided, to qualify the matter referred to as being to the actual knowledge after diligent inquiry of, with respect to Starfish, Xxxxxxxx Xxxx, Xxxxx Xxx, Xxxx Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxxxxx and, with respect to Motorola, the appropriate executive officer. A1-43

Initial Cash Merger Consideration is defined in Section 2.1.