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.

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Net Merger Consideration shall have the meaning set forth in Section 1.7.

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

Examples of Net Merger Consideration in a sentence

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.
Notwithstanding any other provision in this Agreement to the contrary, the shares of Parent Common Stock issued in connection with the Net Merger Consideration (including the Preferred Unitholder Initial Stock Payment, the Indemnification Escrow Shares and the stock portion of the Earnout Consideration) shall be adjusted proportionately for any stock splits, subdivisions, reverse stock splits, combinations, recapitalizations, dividends, distributions and the like.
If, after the Effective Time, any such holder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Net Merger Consideration, if any, to which such holder is entitled, without interest.
Upon the determination of the Final Adjusted Net Merger Consideration, the Parent Closing Statement shall be deemed to be adjusted to include the finally determined amounts.
As used herein, the “Final Per Share Consideration” shall mean the quotient of (x) the Net Merger Consideration, divided by (y) the sum of the number of issued and outstanding Shares, on an as-converted to Common Stock basis immediately prior to the Effective Time plus the number of shares of Common Stock subject to Vested Options and Warrants.

More Definitions of Net Merger Consideration

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

Net Merger Consideration means the Gross Merger Consideration, less the sum of the Payoff Amount.

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

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 (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 an amount equal to (i) the Enterprise Value, plus (ii) the Aggregate Option Exercise Amount, plus (iii) the Estimated Closing Cash reflected on the Estimated Closing Date Schedule, plus (iv) if the Estimated Closing Net Working Capital reflected on the Estimated Closing Date Schedule exceeds $6,500,000, the amount by which the Estimated Closing Net Working Capital reflected on the Estimated Closing Date Schedule exceeds $6,500,000, minus (v) if the Estimated Closing Net Working Capital reflected on the Estimated Closing Date Schedule is less than $5,500,000, the amount by which $5,500,000 exceeds the Estimated Closing Net Working Capital reflected on the Estimated Closing Date Schedule, minus (vi) the amount of Funded Indebtedness reflected on the Estimated Closing Date Schedule, minus (vii) the aggregate amount of the Unpaid Transaction Expenses reflected on the Estimated Closing Date Schedule. For the avoidance of doubt, the Net Merger Consideration shall not be adjusted based on the Estimated Closing Net Working Capital if the Estimated Closing Net Working Capital reflected on the Estimated Closing Date Schedule is equal to at least $5,500,000 and not more than $6,500,000.

Net Merger Consideration means an amount equal to the sum of (a) the Merger Consideration, plus (b) the Aggregate Option Exercise Amount. “Net Working Capital Target” means an amount equal to $500,000.