Preliminary Merger Consideration definition

Preliminary Merger Consideration has the meaning set forth in Section 2(a)(iii).

Preliminary Merger Consideration means the consideration determined by selecting the entry on the First Product Consideration Chart corresponding to the […***…] and the First Product Consideration Date and then […***…] corresponding to the performance of the First […***…] in accordance with Exhibit E.

Preliminary Merger Consideration. As defined in Section 2.2(a). "PREVIOUSLY OWNED/LEASED REAL ESTATE" - As defined in Section 3.23(b).

Examples of Preliminary Merger Consideration in a sentence

• A reasonable amount of the Preliminary Merger Consideration is allocated by the parties to the Noncompetition Agreement referred to in Section 2.01 (a) hereof.

• The Preliminary Merger Consideration set forth in this Section 1.02(a) shall be subject to adjustment as described in Section 1.02(b).

• The Preliminary Settlement Statement shall contain all information reasonably necessary to determine the adjustments to the Preliminary Merger Consideration under Section 1.02(b)(i), to the extent such adjustments can be determined or estimated as of the date of the Preliminary Settlement Statement, and such other information as may be reasonably requested by Parent and Sub.

• With respect to adjustment to the Preliminary Merger Consideration under Section 1.02(b)(iii), the Adjusted Merger Consideration shall be delivered to the Shareholder Representative or to the Parent, as the case may be, not later than the 30th business day after the Closing Date.

• It is recognized that the Preliminary Merger Consideration set forth above was calculated based upon the Target's best estimate of the number of Equivalent Basic Subscribers receiving Target's basic tier of cable television service as of the Closing Date.

More Definitions of Preliminary Merger Consideration

Preliminary Merger Consideration means the consideration determined using the […***…] on the First Product Consideration Chart and the First Product Consideration Date, with a […***…].

Preliminary Merger Consideration shall have the meaning set forth in Section 3.02.

Preliminary Merger Consideration has the meaning set forth in Section 3.4(a) of this Agreement.

Preliminary Merger Consideration means (i) $124,000,000, minus (ii) the amount of Estimated Closing Indebtedness, minus (iii) Estimated Closing Transaction Expenses, minus (iv) the amount of the Expense Funds retained by Representative in accordance with Section 13.1(f), minus (v) the amount, if any, by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital as determined in accordance with Section 4 herein, plus (vi) the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital as determined in accordance with Section 4 herein. The Preliminary Merger Consideration as finally adjusted pursuant to Section 4 is referred to herein as the “Final Merger Consideration.”

Preliminary Merger Consideration means the Base Merger Consideration minus the Estimated Seller Expense Amount, minus the Escrow Funds, minus the amount of outstanding Indebtedness at Closing and plus the Closing Cash Amount.

Preliminary Merger Consideration means $4,000,000.

Preliminary Merger Consideration is defined in Section 2.2.1.