Total Merger Consideration definition
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Total Merger Consideration means an amount equal to the sum of, without duplication, the aggregate amount of Company Share Consideration, the 2023 Pre-Funded Warrant Consideration and the aggregate Equity Award Consideration.
Total Merger Consideration means the sum of the Actual Closing Merger Consideration, plus, any Earn-Out Amount, less any Forfeiture Amount.
Examples of Total Merger Consideration in a sentence
In the event that any transfer taxes become payable by reason of the payment of the applicable portion of the Closing Share Payment (or, if applicable, any additional Total Merger Consideration) in any name other than that of the registered holder, such transferee or assignee must pay such transfer taxes or establish that such taxes have been paid or are not applicable.
To the extent permitted by applicable Law, the parties agree to treat all payments made under this Article IX, or under any other indemnity provision contained in this Agreement, as adjustments to the Total Merger Consideration for all Tax purposes.
More Definitions of Total Merger Consideration
Total Merger Consideration means the Closing Merger Consideration, the Sponsor Share Transfer and the Earn-Out Consideration.
Total Merger Consideration means the sum of (i) the Final Closing Merger Consideration, plus (ii) the portion of the Earnout Payments that actually become payable to the Equityholders hereunder, plus (iii) the Retention Consideration.
Total Merger Consideration means (i) the Merger Consideration plus (ii) the aggregate of any amounts that become payable to any Stockholder or holder of In-the-Money Options or RSUs from the Adjustment Escrow Fund, the Indemnity Escrow Fund, the Equity Representative Fund, or otherwise pursuant to Section 2.10(g) in accordance with this Agreement and the Escrow Agreement, as applicable.
Total Merger Consideration means $348.5 million, subject to certain adjustments set forth in the Merger Agreement for USI cash, indebtedness, working capital and certain unpaid transaction expenses and potential increase for certain “permitted acquisitions” (as described herein), if any, consummated by USI prior to the closing of the Business Combination.
Total Merger Consideration means the sum of (i) the Fractional Share Consideration and (ii) the Common Stock Consideration.
Total Merger Consideration means an amount equal to (i) (a) $62,000,000, plus (b) the amount of Closing Date Cash, plus or minus, as applicable, (c) the amount by which the Closing Date Working Capital exceeds or is less than $100,000; minus (d) the amount of the Closing Date Debt, minus (e) the amount of any Transaction Expenses, minus (f) the Company Holders' Agent Fund, and minus (ii) the Company Sale Bonus Amount.
Total Merger Consideration means an amount in cash equal to (i) $152,000,000, plus (ii) the Closing Cash, minus (iii) Closing Indebtedness, minus (iv) Closing Third Party Expenses, minus (v) the absolute value of the amount, if any, by which Closing Working Capital is less than the Target Working Capital Amount, and plus (vi) the absolute value of the amount, if any, by which the Closing Working Capital is greater than the Target Working Capital Amount.