Net Closing Merger Consideration definition

Net Closing Merger Consideration means the Estimated Merger Consideration minus (w) the Payoff Amount minus (x) any Transaction Expenses that remain unpaid as of the Closing minus (y) the Escrow Amount minus (z) the Member Representative Reimbursement Amount.
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Net Closing Merger Consideration has the meaning set forth in Section 2.8(f).
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Net Closing Merger Consideration means (a) the Estimated Merger Consideration minus (b) the Escrow Amount minus (c) the Securities Holders Representative Amount minus (d) the Closing Carveout Plan Payment Amount.
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Examples of Net Closing Merger Consideration in a sentence

  • At the Effective Time, Parent shall deposit with the Paying Agent, for payment through the Paying Agent in accordance with this Section 2.9, funds in an amount equal to the Net Closing Merger Consideration (the “Payment Fund”).

  • Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for six months after the Effective Time shall be delivered to Parent, upon demand, and any holders of the Certificates who have not theretofore complied with this Article II shall thereafter look only to Parent for payment of their claim for their portion of the Net Closing Merger Consideration.

  • Prior to the Effective Time, Parent shall designate a bank or trust company approved by the Shareholders’ Representative to act as paying agent (the “Paying Agent”) for the payment of the Net Closing Merger Consideration payable to former holders of Company Shares pursuant to Section 2.01(a) upon surrender of Share Certificates, and payment of additional Per Share Consideration as provided in Section 2.01(a).

  • Notwithstanding anything to the contrary, the aggregate cash payments to the Equityholders pursuant to this Article II shall not exceed the Net Closing Merger Consideration.

  • If any Certificate shall not have been surrendered prior to two years after the Effective Time (or immediately prior to such earlier date on which any Net Closing Merger Consideration would otherwise escheat to or became the property of any Governmental Entity), any such Net Closing Merger Consideration in respect thereof shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

  • No Person will be entitled to receive or have any claim to a portion of the Net Closing Merger Consideration, or any other payment or consideration as a result of the transactions contemplated in this Agreement or any other Transaction Document, other than the Equityholders as shown on Sections 3.2(a)(iv) and 3.2(b) of the Disclosure Schedule.

  • At the Effective Time, Parent shall deposit with the Paying Agent, for payment through the Paying Agent in accordance with this Section 2.9, funds in an amount equal to the Net Closing Merger Consideration minus the Option Cancellation Payment (the “Payment Fund”).


More Definitions of Net Closing Merger Consideration

Net Closing Merger Consideration means the Estimated Merger Considerationminus (w) the Payoff Amount minus (x) any Transaction Expenses that remain unpaid as of the Closing minus (y) the Escrow Amount minus (z) the Member Representative Reimbursement Amount.
Sample 1
Net Closing Merger Consideration means the Estimated Merger Consideration m inus (w) the Payoff Amount m inus (x) any Transaction Expenses that remain unpaid as of the Closing m inus (y) the Escrow Amount m inus (z) the Member Representative Reimbursement Amount.
Sample 1
Net Closing Merger Consideration means (A) $18,000,000, minus (B) the Note Share Value minus (C) the Series A-2 Liquidation Amount, plus (D) if the Estimated Net Working Capital is greater than the Target Working Capital, the Estimated Working Capital Adjustment, minus (E) if the Estimated Net Working Capital is less than the Target Working Capital, the absolute value of the Estimated Working Capital Adjustment.
Sample 1
Net Closing Merger Consideration means the dollar amount equal to (i) the sum of (A) the Closing Purchase Price, plus (B) the Estimated Cash, plus (C) the Aggregate Exercise Proceeds, minus (ii) the sum of (A) the Estimated Indebtedness, plus (B) the Estimated Company Transaction Expenses.
Sample 1
Net Closing Merger Consideration means Net Merger Consideration minus (y) the Escrow Amount, and (z) the Shareholders’ Representative Fund Amount.
Sample 1

Related to Net Closing Merger Consideration

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

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

  • 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).

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

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

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

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

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

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

  • Merger Closing means the “Closing” as defined in the Merger Agreement.

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

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

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

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.