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 (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.
Examples of Total Merger Consideration in a sentence
All payments made by an Indemnifying Party to an Indemnified Party in respect of any claim pursuant to Section 10.02 shall be treated as adjustments to the Total Merger Consideration for all purposes, including for U.S. federal and applicable state and local income Tax purposes.
Any disputes among the Securityholders or any other Person with respect to the allocation of the Total Merger Consideration, or any component thereof, or other amounts due hereunder among such Persons shall not interfere in any way with, or give rise to any claim, Lien or right upon, ▇▇▇▇▇’s ownership of the Common Stock.
More Definitions of Total Merger Consideration
Total Merger Consideration means the sum of the Actual Closing Merger Consideration, plus, any Earn-Out Amount, less any Forfeiture Amount.
Total Merger Consideration means (A) $435,000,000, plus (B) the Company Closing Cash, plus (C) the Company Net Working Capital Surplus (if any), minus (D) the Company Closing Debt, minus (E) the Company Net Working Capital Shortfall (if any), minus (F) any Company Merger Expenses which remain unpaid.
Total Merger Consideration means the Closing Merger Consideration, the Sponsor Share Transfer and the Earn-Out Consideration.
Total Merger Consideration means either:
(A) if the Merger is being effected pursuant to Section 1.1, (i) the Preliminary Merger Consideration, plus (ii) the Adjustment Amount, in the event the Final Merger Consideration is greater than the Preliminary Merger Consideration, and minus (iii) the Adjustment Amount, in the event the Final Merger Consideration is less than the Preliminary Merger Consideration; or
(B) if the Merger is being effected pursuant to Section 1.2, (i) on or before […***…], that amount, as indicated on the First Product Consideration Chart , obtained by referencing the calendar quarter in which Parent, in its sole discretion, delivers the Notice of Exercise to the Company and (A) in the event Parent actually receives the First Product prior to the delivery of such Notice of Exercise, using the same method of price determination that would be used if the First Product Validation Milestone had been achieved prior to […***…], which determination shall be subject to the procedures set forth in Section 9.2 in the event of the Company’s disagreement with Parent’s determination, and (B) in the event Parent has not actually received the First Product prior to the delivery of such Notice of Exercise or the First Product does not meet the Veloce Minimum Requirements or a price cannot otherwise be determined, by using (i) the […***…], as indicated on the First Product Consideration Chart, and (ii) a […***…] in the First Product Consideration Chart; or (ii) after […***…], $7 million.
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 (A) $8,500,000, less (B) the amount of any Transaction Expenses, less (C) the amount, if any, by which the Net Working Capital is less than $130,000, less (D) all Company Debt paid by Acquiror at Closing pursuant to Section 1.4(a)(i), less (E) the Bonus Pool Amount, and less (F) the Release Amounts.
Total Merger Consideration means the sum of (i) the Fractional Share Consideration and (ii) the Common Stock Consideration.