Residual Merger Consideration definition

Residual Merger Consideration means the amount equal to the following: (a) the Aggregate Merger Consideration, (b) less the Aggregate Series D-1 Merger Consideration and (c) less the Aggregate Series D-2 Merger Consideration.
Sample 1Sample 2
Residual Merger Consideration means the difference obtained by subtracting (A) the sum of (1) the aggregate Series Preferred Per Share Preference Amount payable pursuant to Section 2.6(b)(i), plus (2) the aggregate Series Preferred Per Share Accrued Dividend Amount payable pursuant to Section 2.6(b)(i), from (B) the total Merger Consideration (subject to adjustment as provided in this Agreement).
Sample 1
Residual Merger Consideration means (i) Aggregate Merger Consideration, minus (ii) the Series B Preferred Merger Consideration, minus (iii) the Series C Preferred Merger Consideration, minus (iv) the aggregate value of Merger Consideration that would have been payable with respect to the Parent Held Units absent Section 3.2(h) and assuming the Rollover Transaction had not occurred, minus (v) the Specified Transaction Expenses, minus (vi) the amount required to be paid by the Company to extinguish all outstanding Rights under the SSP Services 2000 Incentive Plan, minus (vii) the amount, if any, that would have been required to be paid to extinguish any outstanding Right under the SSP Services 2000 Incentive Plan but that was not required to be paid because any such Right was included in the Rollover Transaction, minus (viii) the amount of any withholding or employment Tax (except withholding under Section 7.13(c)) that is paid with respect to any payment made pursuant to this Section 3.2, or with respect to the Rollover Transaction, and that has not otherwise been taken into account under this Section 3.2.
Sample 1

Examples of Residual Merger Consideration in a sentence

  • Each share of the Series C Convertible Preferred Stock, no par value, of the Company ("Company Series C Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired pursuant to Section 2.1(b) and Dissenting Shares), shall be converted into and become the right to receive, subject to Section 2.2, 0.000002923350909% of the Residual Merger Consideration (the "Series C Merger Consideration").

  • Each then outstanding share of Company Common Stock (other than shares cancelled and retired pursuant to Section 2.1(b) and Dissenting Shares), shall be converted into and become the right to receive, subject to Section 2.2, 0.000002923350909% of the Residual Merger Consideration (the "Common Stock Merger Consideration", together with the Preferred Merger Consideration, the "Merger Consideration").

  • Each share of the Series A Convertible Exchangeable Preferred Stock, no par value, of the Company ("Company Series A Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired pursuant to Section 2.1(b) and Dissenting Shares), shall be converted into and become the right to receive, subject to Section 2.2, 0.000041762166263% of the Residual Merger Consideration (the "Series A Merger Consideration").

  • Each share of the Series B Convertible Exchangeable Preferred Stock, no par value, of the Company ("Company Series B Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired pursuant to Section 2.1(b) and Dissenting Shares), shall be converted into and become the right to receive, subject to Section 2.2, 0.000029233509085% of the Residual Merger Consideration (the "Series B Merger Consideration").


More Definitions of Residual Merger Consideration

Residual Merger Consideration means the amount equal to the Aggregate Merger Consideration less the Convertible Promissory Note Merger Consideration as set forth in Section 2.8.
Sample 1

Related to Residual 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).

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

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

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

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

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

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

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

  • 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.

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

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

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

  • Company Shares means the common shares in the capital of the Company;

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • First Merger shall have the meaning given in the Recitals hereto.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).