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 has the meaning set forth in Section 3.3(a) of this Agreement.

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 Daily Rate for any Business Day is to be determined by the Remarketing Agent and announced by 10:00 a.m., New York City time, on such Business Day.
Pursuant to the Merger Agreement all of USSI Shares were converted into and exchanged for the right to receive (i) ninety-one percent (91%) of the Preliminary Merger Consideration, and (ii) one hundred percent (100%) of the Additional Stock Portion.
The remaining 9% of the Preliminary Merger Consideration will be paid for the minority (9%) shareholding in OOO Pizza Nord.

More Definitions of Preliminary Merger Consideration

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

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 means $59,000,000.

Preliminary Merger Consideration means the Base Merger Consideration, plus the Estimated Adjustment Amount (which shall be a deduct to the extent the Estimated Adjustment Amount is a negative number), minus the Escrow Funds, minus Stockholder Allocable Expenses, minus the amount of outstanding Indebtedness at Closing and plus any unrestricted cash and cash equivalents (net of any repatriation costs assuming distribution of such cash and cash equivalents to the Company on the Closing Date (but immediately prior to the Closing)) held by the Company Group on the Closing Date (but immediately prior to the Closing).

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 is defined in Section 2.2.1.

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.