Merger Consideration Spreadsheet definition

Merger Consideration Spreadsheet has the meaning set forth in Section 2.13 of this Agreement.

Merger Consideration Spreadsheet. Is defined in Section 1.7.6.

Merger Consideration Spreadsheet has the meaning set forth in Section 4.14.

Examples of Merger Consideration Spreadsheet in a sentence

• At the Closing the Merger Consideration Spreadsheet will be complete and accurate in all material respects.

• The allocation of cash and Parent Shares to the Company Stockholders in accordance with the Merger Consideration Spreadsheet fully complies with the Company’s Certificate of Incorporation in effect on the Closing Date and applicable state and federal laws.

• The Merger Consideration Spreadsheet and all revisions thereto shall be consistent with the Company’s certificate of incorporation in effect as of immediately prior to the Effective Time.

• The Company shall have delivered to Parent a certificate dated as of the Closing Date signed on behalf of the Company by the chief executive officer of the Company certifying (i) that the conditions specified in Sections 6.2(a)(i), 6.2(a)(ii) and 6.2(b) have been satisfied in all respects and (ii) as to the accuracy of the Merger Consideration Spreadsheet (the “Company Officer Certificate”).

• For each Price Based Earnout Share earned under paragraphs (i) or (ii) above, the Company Shareholders and the holders of Vested Exchanged Options (as defined in the Merger Agreement) (the “Vested Optionholders”) shall be entitled to receive, in the proportions set forth in the Merger Consideration Spreadsheet (as defined in the Merger Agreement), in the aggregate and not individually, 1.5 Buyer Exchangeable Shares (as defined in the Merger Agreement).

More Definitions of Merger Consideration Spreadsheet

Merger Consideration Spreadsheet has the meaning specified in Section 2.11.5.

Merger Consideration Spreadsheet means the spreadsheet attached hereto as Schedule 2.1, as the same may be amended on the Closing Date.

Merger Consideration Spreadsheet shall have the meaning set forth in Section 7.14(d).

Merger Consideration Spreadsheet means the spreadsheet delivered by the Company to Buyer on the date hereof, as the same may be amended on or before the Closing Date.

Merger Consideration Spreadsheet means a schedule, prepared by the Company, and dated as of the Closing Date, setting forth the number of shares of Parent Common Stock to be received by each Company Securityholder pursuant to Section 2.1, and, as applicable, any updated schedule prepared and delivered in accordance with Section 2.8.

Merger Consideration Spreadsheet has the meaning assigned to such term in Section 6.6(f) of the Agreement.

Merger Consideration Spreadsheet means the spreadsheet, prepared exclusively by Waban and attached hereto as Exhibit 4.1, (1) listing the amount of all Indebtedness as of immediately prior to Closing, (2) listing the amount of all Transaction Fees to be paid by Waban and (3) calculating and allocating to each Waban Securityholder the Merger Consideration, including the amount that should be withheld from each holder of Waban Common Stock or Waban Rights under any state, local or foreign Tax Law, which shall be updated as provided in Section 4.7.