Net Initial Merger Consideration definition

Net Initial Merger Consideration shall have the meaning set forth in Section 1.8(a).
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Net Initial Merger Consideration means $10,200,000, plus the Estimated Collectible Accounts Receivable Amount, less the Net Closing Liabilities.
Sample 1

Examples of Net Initial Merger Consideration in a sentence

  • The Company will withhold for all income and employment-related taxes imposed in connection with the payment of the Retention Plan Net Initial Merger Consideration Exclusion Amount and file all related withholding tax returns on the Closing Date.

  • Upon Closing, the Retention Plan Net Initial Merger Consideration Exclusion Amount shall be distributed to the Retention Plan Participants by the Company in accordance with the Retention Plan.

  • In addition to the Net Initial Merger Consideration payable pursuant to this Article 2, an amount equal to the Net Contingent Consideration, if any, shall be payable by Acquiror to the Effective Time Holders in accordance with Article 3.

Related to Net Initial Merger Consideration

  • 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 means $1,200,000,000.

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

  • Aggregate 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).

  • 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).

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

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

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

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

  • 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.

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

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

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

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

  • 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.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • 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.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • 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.