Merger Consideration Dispute Notice definition

Merger Consideration Dispute Notice has the meaning set forth in Section 2.9(c)(ii).
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Merger Consideration Dispute Notice has the meaning ascribed to such term in Section 3.13(a).
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Examples of Merger Consideration Dispute Notice in a sentence

  • If Purchaser and the Shareholders’ Agent do not agree (within thirty (30) days after timely delivery of the Merger Consideration Dispute Notice) to resolve any discrepancy or disagreement therein, the discrepancy or disagreement will be submitted for review and final determination by the Independent Accounting Firm.

  • If ED&F gives a Merger Consideration Dispute Notice to Parent (which Merger Consideration Dispute Notice must set forth, in reasonable detail, the items and amounts in dispute (the “Disputed Merger Items”)) within such 30-day period, ED&F and Parent shall use reasonable efforts to resolve the Disputed Merger Items during the 45-day period commencing on the date Parent receives such Merger Consideration Dispute Notice from ED&F.

  • If Parent does not deliver to the Company a Merger Consideration Dispute Notice within such two-day period, or when Parent and the Company resolve such dispute, the Merger Consideration Schedule and such Exchange Ratio shall be deemed to be conclusive and binding on the parties, subject to any adjustment pursuant to Section 3.13(c).

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  • ED&F, in preparing the Merger Consideration Dispute Notice, and Parent, in any response thereto, may only object to the other’s proposal with respect to mathematical errors and the calculations set forth in the Proposed Final Merger Closing Statement not being calculated in accordance with this Section 2.9. If the parties reach agreement with respect to any Disputed Merger Items within such 45-day period, Parent shall revise the Proposed Final Merger Closing Statement to reflect such agreement.

  • To the extent that the Equityholders do not deliver a Closing Shares Merger Consideration Dispute Notice to the Purchaser within such fifteen (15) day period, the Closing Shares Merger Consideration set forth in the Closing Shares Merger Consideration Statement shall be conclusively deemed the “Final Closing Shares Merger Consideration” and shall be final and binding upon all parties.

  • If the Representative gives a Merger Consideration Dispute Notice to Parent (the items and amounts in dispute, the “Disputed Merger Consideration Items”) within such 30-day period, the Representative and Parent shall use reasonable efforts to resolve the Disputed Merger Consideration Items during the 30-day period commencing on the date Parent receives such Merger Consideration Dispute Notice.

  • If the Purchaser and the Equityholders are unable to resolve all of the disputed items on a Post-Closing Shares Merger Consideration Dispute Notice within such fifteen (15) day negotiation period, they shall jointly engage the Independent Accountants and submit the disputed items to the Independent Accountants for resolution.

  • If Seller gives a Merger Consideration Dispute Notice to Buyer on or prior to the last day of the Review Period, Buyer and Seller shall use commercially reasonable efforts to resolve any disputes set forth in the Merger Consideration Dispute Notice in good faith during the 30-day period commencing on the date Buyer receives the applicable Merger Consideration Dispute Notice from Seller.

  • Any item set forth in the Proposed Closing Date Calculations and not objected to in the Merger Consideration Dispute Notice shall be final and binding on the parties hereto.

Related to Merger Consideration Dispute Notice

  • 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).

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

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

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

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

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

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

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

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

  • Additional Consideration has the meaning set forth in Section 3.2.

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

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

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

  • 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.

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

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

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

  • 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.

  • 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.