Net Merger Consideration definition

Net Merger Consideration means an amount equal to the sum of (i) the Merger Consideration plus (ii) the Aggregate Option Exercise Amount.

Net Merger Consideration means (i) the Total Merger Consideration minus (ii) the Retention Consideration.

Net Merger Consideration has the meaning set forth in Section 1.5.

Examples of Net Merger Consideration in a sentence

• Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Final Adjusted Net Merger Consideration for all Tax purposes, and no party may take any position inconsistent with such characterization.

• In the period from the Closing of the Merger until that date which is 365 days from such Closing, the undersigned will not engage in any Dispositive Action with respect to the Shares received by the undersigned as Net Merger Consideration.

• Escrow Funds shall be withheld from each Stockholder’s cash portion of the Estimated Adjusted Net Merger Consideration based on each Stockholder’s pro rata portion of the Estimated Adjusted Net Merger Consideration payable to the Stockholders in accordance with Section 1.6 (the “Pro Rata Interest”).

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• The Closing Statement, after giving effect to any Agreed Adjustments and to the resolution of Disputed Items by the Neutral Accounting Firm, shall be deemed to be final and binding as the final Closing Statement for purposes of this Agreement, and the Final Merger Consideration and Net Merger Consideration Adjustment Amount shall be calculated using the values contained therein.

More Definitions of Net Merger Consideration

Net Merger Consideration means the amount of the Merger Consideration less the aggregate amount of the Merger Expenses.

Net Merger Consideration shall have the meaning specified in Section 1.3.

Net Merger Consideration means Gross Merger Consideration minus the aggregate amount of Net Debt and minus the aggregate amount of unpaid Company Transaction Expenses as of the start of business on the Closing Date, subject to adjustment as provided in Sections 2.14 and 2.15.

Net Merger Consideration means the Merger Consideration minus the Pro Rated Excess Unitholder Transaction Expenses.

Net Merger Consideration shall have the meaning specified in Section 3.01(a).

Net Merger Consideration means (a) the Purchase Price, plus (b) Estimated Closing Cash, plus (c) the amount, if any, by which the Estimated Closing Net Working Capital Amount exceeds the Target Working Capital Amount, minus (d) the amount, if any, by which the Target Working Capital Amount exceeds the Estimated Closing Net Working Capital Amount, minus (e) Estimated Closing Indebtedness, minus (f) the Estimated Closing Transaction Expenses, minus (g) the Escrow Amount, minus (h) the Expense Holdback.

Net Merger Consideration means the Merger Consideration minus the Company Expenses Fund.