Merger Payment definition

Merger Payment means an amount equal to: (SA x BA x NSP) + (PV x NSP) where: SA = the Supplemental Amount; BA = the Base Amount immediately prior to consummation of the Reorganization Event; NSP = the Non-Stock Percentage; and PV = the present value on the Reorganization Termination Date, as determined by the Calculation Agent using the Interpolated LIBOR Rate, of a payment on the Maturity Date of an amount equal to the product of (A) the Base Amount immediately prior to consummation of the Reorganization Event, times (B) the Reference Price.
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Merger Payment means Three Hundred and Fifty Thousand Dollars ($350,000) payable in cash by wire transfer of immediately available funds to a bank account designated by the Owner.
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Merger Payment means One Hundred and Fifty Thousand Dollars ($150,000), allocated 70% to the Majority Owner and 30% to the Minority Owner, payable in cash by wire transfer of immediately available funds to the bank accounts designated by the Majority Owner and Minority Owner.
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Examples of Merger Payment in a sentence

  • The Merger Payment Fund shall not be used for any purpose other than as described herein.

  • As promptly as reasonably practicable after calculation of the Merger Payment, the Calculation Agent shall deliver to Buyer and Seller a notice (the "Merger Payment Amount Notice") specifying the Merger Payment.

  • Following termination of this Agreement pursuant to clause (B) of Section 7.02 as a result of any Reorganization Event, the Calculation Agent shall determine the Merger Payment.

  • IAC shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the applicable portion of the Stock Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement.

  • All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment first to the Merger Payment and second to the Merger Shares for the Company’s assets for Tax purposes, unless otherwise required by applicable Law.

  • Parent shall instruct the Paying Agent, with respect to each such borrower, to deduct from such borrower’s Stockholder Merger Payment the applicable portion of the Stockholder Loan Payment as set forth on Section 2.6(j) of the Company Disclosure Schedule.

  • Each share of Company Common Stock issued and outstanding as of the moment immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the Closing Payment, the number of Escrowed Shares determined pursuant to Section 3.3(a), subject to the terms and conditions of the Escrow Agreement, and the Deferred Merger Payment, each as set forth below.

  • On the Closing Date, Hightimes shall have delivered the Merger Payment and issued the Merger Shares to Owner.

  • At the Effective Time, Parent shall make available to the Paying Agent the aggregate Merger Consideration, and the Company shall make available to the Paying Agent, the aggregate Redemption Consideration, payable pursuant to Section 5.1, which, in aggregate, shall constitute the Merger Payment Fund.

  • Not later than three Business Days following delivery of a Merger Payment Amount Notice, Seller shall make a cash payment, by wire transfer of immediately available funds to an account designated by Buyer, to Buyer (or an affiliate of Buyer designated by Buyer) in an amount equal to the Merger Payment.


More Definitions of Merger Payment

Merger Payment means the cash payment of $0.50 per share of Common Stock, without interest.
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Merger Payment means the sum of the Merger Consideration and the Series A Payment.
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Merger Payment means the sum of the Merger Consideration and the Series A Payment. “Merger Sub” shall mean Autobytel Bedrock Corp., a Delaware corporation.
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Merger Payment means the sum of the Initial Payment and any and all Contingent Payments.
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Merger Payment means the cash payment due to shareholders and stock option holders of the Company entitled to receive such payment for their shares of the Company's capital stock and options to purchase capital stock, respectively, at the effective time of the Merger in accordance with the Merger Agreement.
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Merger Payment means that portion of the Purchase Price allocated to the STI Shares in accordance with Section 9.2. For the avoidance of doubt, the Merger Payment is a component of the Purchase Price and nothing in this definition or Section 1.6 shall require any payment to the Seller or any other member of the Seller Group in excess of the Purchase Price.
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Related to Merger Payment

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

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

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

  • CVR Payment Amount means with respect to each CVR Payment and each Holder, an amount equal to such CVR Payment divided by the total number of CVRs and then multiplied by the total number of CVRs held by such Holder as reflected on the CVR Register.

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

  • Base Merger Consideration means $1,500,000,000.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Cash Payment has the meaning assigned by Section 2.7(b)(ii).

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

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

  • Cash Exchange Payment means with respect to a particular Exchange for which PubCo has elected to make a Cash Exchange Payment in accordance with Section 4.6(a)(ii):

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Guarantor Payment as defined in Section 5.11.3.

  • 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.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

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

  • Guarantor Payment Date means (a) prior to the delivery of a Guarantor Default Notice, the date falling on the 10th day of February, May, August and November of each year or, if such day is not a Business Day, the immediately following Business Day, provided that the fist Guarantor Payment Date will be 10 February 2014; and (b) following the delivery of a Guarantor Default Notice, any day on which any payment is required to be made by the Representative of the Covered Bondholders in accordance with the Post-Enforcement Priority of Payments, the relevant Final Terms and the Intercreditor Agreement.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • 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.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Delta Payment means as it is described in this Agreement.

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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