Merger Consideration Adjustment Amount definition

Merger Consideration Adjustment Amount shall have the meaning set forth in Section 2.12(c).
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Merger Consideration Adjustment Amount means any amount (whether a positive or negative number) equal to the sum of (i) the amount equal to the difference of, which may be a positive or negative number, (a) the Final Reimbursable Capital Expenditures, with respect to Section 12.2(a), or the Estimated Reimbursable Capital Expenditures, with respect to Section 12.1, and (b) the Target Reimbursable Capital Expenditures and (ii) the amount equal to the difference of, which may be a positive or negative number, (a) the Final Net Working Capital, with respect to Section 12.2(a), or the Estimated Net Working Capital, with respect to Section 12.1, and (b) the Target Net Working Capital.
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Merger Consideration Adjustment Amount shall be an aggregate amount equal to the sum of (i) the amount of the Closing Company Indebtedness, plus (ii) the amount of the Company Transaction Expenses.
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Examples of Merger Consideration Adjustment Amount in a sentence

  • The term "Merger Consideration Adjustment Amount" shall have the meaning set forth in Section 2.12(c).

  • The Closing Statement, after giving effect to any Agreed Adjustments and to the resolution of Disputed Items by the Neutral Accounting Firm, shall be deemed to be final and binding as the final Closing Statement for purposes of this Agreement, and the Final Merger Consideration and Net Merger Consideration Adjustment Amount shall be calculated using the values contained therein.

  • Any payment of the Merger Consideration Adjustment Amount required to be made by the Former Company Stockholders and Optionholders to Discovery shall be made by the Former Company Stockholders and Optionholders from the HSW Escrow Fund in accordance with the terms of the Escrow Agreement to the extent there are amounts available.

  • Any adjustments, additions or subtractions to the Merger Consideration Adjustment Amount shall be made without duplication.

  • The Final Closing Date Balance Sheet, the Final Net Working Capital, the Final Reimbursable Capital Expenditures and the Final Merger Consideration Adjustment Amount (collectively, the “Final Closing Items”) shall be prepared in accordance with the methodology used in the preparation of the Estimated Closing Items.

  • If the Estimated Merger Consideration Adjustment Amount is a negative number, the Equity Merger Consideration shall be decreased by an amount equal to the quotient of such shortfall divided by the Closing Date Common Unit Value.

  • The Escrow Funds shall be held for the period commencing on the Closing Date and ending three (3) Business Days following the determination of the Final Merger Consideration Adjustment Amount pursuant to Section 5.3 (the “Escrow Period”) and used exclusively for the purpose of paying any amount owed to Parent pursuant to Section 5.3(f)(ii) in the event the Final Merger Consideration Adjustment Amount exceeds the Estimated Merger Consideration Adjustment Amount.

  • The Cash Merger Consideration plus the Estimated Merger Consideration Adjustment Amount, if positive, shall constitute the Cash Dollar amount to be paid by Buyer at the Closing (the “Closing Payment”).

  • The Estimated Closing Date Balance Sheet, the Estimated Net Working Capital, the Estimated Reimbursable Capital Expenditures and the Estimated Merger Consideration Adjustment Amount (collectively, the “Estimated Closing Items”) shall be prepared on a basis consistent with the definitions of Current Assets and Current Liabilities and the methodology set forth on or used in the preparation of the Net Working Capital illustration attached as Exhibit 1.1(a).

  • If the Company and Buyer resolve all disputed matters prior to the Closing Date, the Estimated Merger Consideration Adjustment Amount used for purposes of calculating the Closing Payment will be that mutually agreed upon amount.


More Definitions of Merger Consideration Adjustment Amount

Merger Consideration Adjustment Amount which may be positive or negative, means (without duplication) (i) the Closing Working Capital, plus (ii) the Closing Cash, minus (iii) the sum of (A) the Closing Indebtedness minus the Estimated Closing Indebtedness, and (B) the Closing Transaction Fees minus the Estimated Closing Transaction Fees, as finally determined in accordance with Section 3.04.
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Merger Consideration Adjustment Amount means an aggregate amount, which can be either a positive or negative number, equal to (a) the amount, if any, by which the Final Working Capital Adjustment Amount exceeds the Working Capital Adjustment Amount, plus (b) the amount, if any, by which the Estimated Indebtedness exceeds the Final Indebtedness, plus (c) the amount, if any, by which the Final Closing Cash exceeds the Estimated Closing Cash, minus (d) the amount, if any, by which the Working Capital Adjustment Amount exceeds the Final Working Capital Adjustment Amount, minus (e) the amount, if any, by which the Final Indebtedness exceeds the Estimated Indebtedness, and minus (f) the amount, if any, by which the Estimated Closing Cash exceeds the Final Closing Cash.
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Related to Merger Consideration Adjustment Amount

  • Substitution Adjustment Amount As defined in Section 2.03.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Capitalization Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the date the Plan is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.

  • MFN Adjustment has the meaning specified in Section 2.14(b).

  • Dilution Adjustment means any fraction or number by which the Exchange Rate shall be multiplied pursuant to Section 6.1(a), (b), (c) or (d).

  • Substitution Adjustment As defined in Section 2.03(d) hereof.

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

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

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

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

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

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

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

  • Inflation adjustment means that term as defined in the master settlement agreement.

  • Purchase Price Adjustment Escrow Amount means $500,000.

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

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

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

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

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).