Second Merger Consideration definition

Second Merger Consideration means all of the PubCo Ordinary Shares receivable by the Company Shareholders pursuant to Section 2.3(f).
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Second Merger Consideration as defined in Section 2.7(a).
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Second Merger Consideration means collectively, the Second Merger Share Consideration and the Second Merger CB Consideration.
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Examples of Second Merger Consideration in a sentence

  • In such event, all holders of IMC Common Stock would be entitled to receive a new form of consideration in exchange for their IMC Common Stock (the "Second Merger Consideration").

  • Neither party may assign any of its rights under this Agreement without the prior consent of the other parties; provided, however, that the rights of Sellers under Section 2.7 to the Second Merger Consideration may not be voluntarily assigned by Sellers or either of them and may be transferred only by operation of law, including, without limitation upon death of one or both of the Sellers.

  • At Closing, Buyer shall issue and deliver to the PRRC Shareholders certificates representing the Second Merger Consideration in such amounts as determined in accordance with Section 4.7 (the “Second Merger New Buyer Certificates”).

  • Notwithstanding anything to the contrary herein, the Merger Consideration Setoff shall in no event exceed an amount equal to ten percent (10%) of the Second Merger Consideration Payment based upon the Second Valuation Amount, provided that such Second Valuation Amount shall in no event exceed $3.70 or be less than $1.90.

  • Buyer, Buyer’s Sub 2 and the PRRC Shareholders agree that an amount equal to the Second Merger Consideration shall be allocated pro-rata among PRRC Shareholders in respect of their relative holdings of PRRC Shares immediately prior to the Second Merger Effective Date (the “PRRC Equity Allocation” and, collectively with the CRC Equity Allocation, the “Equity Allocations”).

  • The Merger Consideration shall consist of the "First Merger Consideration" and the "Second Merger Consideration".

  • At the Second Effective Time, Second Surviving Corporation shall deliver irrevocable instructions to the Exchange Agent to deliver the Second Merger Consideration out of the Second Exchange Fund in the manner it is contemplated to be issued or paid pursuant to this Article II.

  • Each of the Seller Individuals (either alone or together with his advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of his investment in the Buyer Shares issuable pursuant to the First Merger Consideration, the Second Merger Consideration and the LLC Buyer Share Consideration (as applicable) and is capable of bearing the economic risks of such investment.

  • In the event that a good faith, reasonable claim, is made by Buyer or Acquisition pursuant to Section 11.2 within sixteen (16) months from the Closing Date, then, out of the Second Merger Consideration, Buyer shall issue in the name of Sellers, but retain in an escrow, the number of shares of Buyer's common stock which, at the IPO price, have a value equal to the reasonably estimated Damages arising from the claim.

  • The "Second Merger Consideration" shall be shares of Buyer's Common Stock having a value, at the IPO Price, of an amount equal to three and one-half (3.5) times the difference between; (i) the annualized Company Adjusted EBITDA used in determining First Merger Consideration and (ii) Acquisition Adjusted EBITDA.


More Definitions of Second Merger Consideration

Second Merger Consideration means the sum of all PubCo Ordinary Shares and PubCo Warrants receivable by Acquiror pursuant to Section 3.1(b).
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Second Merger Consideration means the number of validly issued, fully paid and non-assessable Buyer Shares that is determined by dividing $27,000,000 by the Average Daily Closing Price, as adjusted pursuant to Section 5.3 hereof.
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Related to Second Merger Consideration

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Base Merger Consideration means $1,200,000,000.

  • Initial 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).

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

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

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

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

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

  • Second Merger has the meaning set forth in the Recitals.

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

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

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

  • 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.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

  • First Merger has the meaning set forth in the Recitals.

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

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).