Merger Partner Valuation definition

Merger Partner Valuation means $153,400,000; provided, however, that if the Merger Partner issues any Excess Financing Shares, then the Merger Partner Valuation shall be increased by the amount of proceeds received from the issuance and sale of such Excess Financing Shares.
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Merger Partner Valuation means $183,000,000, plus the amount of cash and cash equivalents on the balance sheet of Merger Partner on the Business Day immediately prior to the Effective Time, which amount shall be set forth on a schedule delivered to Public Company on the Business Day prior to the Effective Time.
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Merger Partner Valuation means $324,647,473, plus an amount equal to the gross proceeds of the Financing received by Xxxxxx Partner prior to the Effective Time.
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More Definitions of Merger Partner Valuation

Merger Partner Valuation means $115.0 million.
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Related to Merger Partner Valuation

  • Merger Valuation Period for any Merger Event means the five consecutive Trading Day period immediately preceding, but excluding, the effective date for such Merger Event.

  • Surviving Partnership has the meaning set forth in Section 11.2.B(ii) hereof.

  • Parent Balance Sheet shall have the meaning assigned to such term in Section 5.13 hereof.

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

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • General Partner Unit means a fractional part of the General Partner Interest having the rights and obligations specified with respect to the General Partner Interest. A General Partner Unit is not a Unit.

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

  • Surviving General Partner has the meaning set forth in Section 11.2(d)(i)(A).

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Merger Sub Common Stock means the shares of common stock, par value $0.001 per share, of Merger Sub.

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

  • MergerSub has the meaning set forth in the Preamble.

  • Parent Stock Price means the average closing price, rounded to the nearest cent, of Parent Common Stock for the five (5) trading days immediately preceding the fifth (5th) business day prior to the Closing Date.

  • Merger Sub Board means the board of directors of Merger Sub.

  • REIT means a “real estate investment trust” under Sections 856 through 860 of the Code.

  • Holdco has the meaning set forth in the Preamble.

  • REIT Shares Amount means a number of REIT Shares equal to the product of the number of Partnership Units offered for exchange by a Tendering Party, multiplied by the Conversion Factor as adjusted to and including the Specified Redemption Date; provided that in the event the General Partner issues to all holders of REIT Shares rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase REIT Shares, or any other securities or property (collectively, the “rights”), and the rights have not expired at the Specified Redemption Date, then the REIT Shares Amount shall also include the rights issuable to a holder of the REIT Shares Amount of REIT Shares on the record date fixed for purposes of determining the holder of REIT Shares entitled to rights.

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

  • Merger Sub 2 shall have the meaning given in the Recitals hereto.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

  • General Partner Units has the meaning assigned to such term in the Partnership Agreement.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Partnership Percentage means the percentage share of each Partner in the Net Income or Net Loss of the Partnership. The Partners’ initial Partnership Percentages shall be proportionate to the Partners’ initial Capital Contributions to the Partnership. Thereafter, subject to Section 1.68(g), such Partnership Percentages shall be adjusted only to reflect a disproportionate Capital Contribution by one or more Partners or a disproportionate distribution to one or more Partners, with disproportion being determined in accordance with Sections 4.2(a) and 4.5(b), except as set forth in Section 1.68(f).

  • Total Shareholders’ Equity means the total common and preferred shareholders' equity of the Company as determined in accordance with GAAP (calculated including any Recharacterized Portion, but excluding (i) unrealized gains (losses) on securities as determined in accordance with FAS 115 and (ii) any charges taken to write off any goodwill included on the Company's balance sheet on the Effective Date to the extent such charges are required by FAS 142).

  • Blocker has the meaning set forth in the preamble.