Initial Cash Merger Consideration definition

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

Initial Cash Merger Consideration means:

Initial Cash Merger Consideration is defined in Section 2.1.

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 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.

• If an increase 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 the Sellers, such payments shall be made by wire transfer of immediately available funds by Calavo to the Trust, net of applicable withholding taxes.

• 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.

• At the Effective Time, the Company shall pay to each holder of Vested Options the portion of the Initial Cash Merger Consideration to which he or she is entitled pursuant to this Section 1.6(a), less applicable Taxes required to be withheld with respect to such payments.

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

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

• For the avoidance of doubt, attached hereto as Exhibit M is a flow of funds memorandum which shall be completed immediately prior to Closing in substantially the form attached hereto (the "Funds Flow Memorandum") reflecting the payment of the Company Transaction Expenses, the deposit of the Escrow Deposit with the Escrow Agent, the payment of the Initial Cash Merger Consideration and the payment of the Cash Retention Bonuses.

• 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.

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 $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.

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 means the Initial Merger Consideration, minus the Warrant Payments.