Total Cash Merger Consideration definition

Total Cash Merger Consideration means $24,741,887.94, subject to adjustment pursuant to Section 2.11.
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Total Cash Merger Consideration has the meaning given to it in Section 2.3(b). -------------- "Total Stock Merger Consideration" has the meaning given to it in Section 2.3(b). -------------- "Voting Agreement" means that certain voting agreement to be entered into between the Buyer and each officer and director of the Company concurrently with the execution and delivery of this Agreement as a condition to inducement to the Buyer entering into this Agreement and incurring the obligations set forth herein substantially in the form of EXHIBIT E.
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Total Cash Merger Consideration has the meaning given to it in SECTION 2.3.
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Examples of Total Cash Merger Consideration in a sentence

  • Until so surrendered, each Certificate shall be deemed from and after the Effective Time to represent only the right to receive such holder's pro rata portion of either (x) the Total Cash Merger Consideration contemplated by Section 2.01(a)(i), or (y) the Merger Shares contemplated by Section 2.01(c).

  • Kona shall have consummated borrowings from one or more lenders (the "LENDER(S)") under terms satisfactory to Kona, which borrowings, when taken in the aggregate with other funds available to Kona, are received from the Lenders sufficient to pay the Total Cash Merger Consideration and all expenses and fees of Kona arising out of the negotiation, documentation, and consummation of the transactions contemplated hereby.

  • Even from a neo- liberalist view this HCA clause cannot be explained or justified.

  • Acquiror has, and will have available to it upon the Effective Time, sufficient funds to consummate the transactions contemplated by this Agreement, including payment in full of the Total Cash Merger Consideration.

  • Assuming payment of the Maximum Total Cash Merger Consideration as of the date of this Agreement, the Parent and the Buyer have a sufficient amount of cash available to them in order to consummate the Merger, and consummation of the Merger will not cause either the Buyer or the Parent to fail to be classified as "well capitalized" under the regulatory capital guidelines of their respective Regulatory Authorities.

  • Until so surrendered, each Certificate shall be deemed from and after the Effective Time to represent only the right to receive such holder's pro rata portion of either (x) the Total Cash Merger Consideration contemplated by Section 2.01(a)(i)(A), or (y) the Surviving Corporation Class A Shares contemplated by Section 2.01(a)(ii).


More Definitions of Total Cash Merger Consideration

Total Cash Merger Consideration means the product (rounded to the nearest cent) of (A) the quotient of (1) the Fully-Diluted Company Common Stock divided by (2) the sum of the Fully-Diluted Company Common Stock plus the Fully Diluted Unvested Company Options, multiplied by (B) the Total Merger Consideration, as calculated by the Valuation Spreadsheet.
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Total Cash Merger Consideration means an amount equal to $6,107,812.50.
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Related to Total Cash Merger Consideration

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

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

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

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

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

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

  • 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).

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

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

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

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • 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.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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

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

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

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

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.