Initial Cash Merger Consideration definition

Initial Cash Merger Consideration has the meaning set forth in Section 2.6(a)(ii)(A).
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Initial Cash Merger Consideration means:
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Initial Cash Merger Consideration means (a) the Aggregate Allocable Share of the Base Merger Consideration minus (b) the Escrowed Amount.
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Examples of Initial Cash Merger Consideration in a sentence

  • Parent has, or will have prior to the Effective Time, sufficient cash, available lines of credit or other sources of immediately available funds to enable it to pay the aggregate Initial Cash Merger Consideration.

  • If a decrease of the Initial Cash Merger Consideration as a result of the change in the Closing Adjustment Amount as shown in the Final Statement requires a refund to Purchaser, such payment will be made by wire transfer of immediately available funds from the Sellers to Calavo.

  • 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.

  • If an Equity Shortfall Notice is delivered to MHRx, MHRx shall have the option, exercisable in its sole discretion, to elect to reduce the Initial Cash Merger Consideration by the Equity Shortfall Amount and increase the number of Initial Parent Shares by a number of shares of Parent Common Stock equal to the Equity Shortfall Amount divided by $20.

  • Where the incident also classes as an actual or potential “material harm” incident as defined in the Protection of the Environment Operations Act, the Austar Pollution Incident Response Management Plan (PIRMP) will be triggered and the EPA will be notified immediately.

  • The financing contemplated by the Financing Documents (the “Financing”) is sufficient for Parent and Merger Subs to consummate the Transactions on the Closing Date and pay the Initial Cash Merger Consideration and all related fees and expenses.

  • The Initial Cash Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.10(a) shall also be reduced by an amount equal to the Estimated Indebtedness.

  • 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.

  • If a downward adjustment to the Initial Cash Merger Consideration is required to be made in accordance with this Section 1.9(e), Buyer shall be entitled to receive, and the Escrow Agent shall deliver to Buyer, such downward adjustment in accordance with Section 1.9(h).

  • 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.


More Definitions of Initial Cash Merger Consideration

Initial Cash Merger Consideration means the Initial Merger Consideration, minus the Warrant Payments.
Sample 1
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
Sample 1
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.
Sample 1
Initial Cash Merger Consideration is defined in Section 2.1.
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Related to Initial Cash Merger Consideration

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

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

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

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

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

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • 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).

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

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

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

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

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

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

  • 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.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • 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.

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

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

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

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).