Total Merger Consideration has the meaning set forth in Section 2.2(a).
Total Merger Consideration means the sum of (i) the Adjusted Merger Consideration, (ii) plus an amount equal to the portion of any Escrow Amount delivered to the Depository Agent for the benefit of the Company Holders pursuant to Section 8.3(g) and (iii) plus an amount equal to the portion of any Stockholder Representative Fund Amount released for the benefit of the Company Holders pursuant to Section 8.4(c).
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.
Examples of Total Merger Consideration in a sentence
The Equity Commitment Letter provides that the Company is an express third party beneficiary of and is entitled to enforce (subject to the terms and conditions set forth therein), the Equity Commitment Letter, which, in the case of the Closing Payment Commitment for the purposes of delivering the Total Merger Consideration is solely in connection with the Company’s exercise of its rights under Section 8.13 or Section 7.5.
More Definitions of Total Merger Consideration
Total Merger Consideration means either:
Total Merger Consideration means the Closing Merger Consideration, the Sponsor Share Transfer and the Earn-Out Consideration.
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 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.
Total Merger Consideration means the sum of (i) the Continuity Value of the Parent Common Stock to be received by holders of outstanding Company Common Stock as of the Effective Time of Merger I, (ii) the maximum amount of cash that holders of the Contingent Value Rights may receive pursuant to such rights , (iii) the amount of cash to be paid by Parent to Company stockholders perfecting dissenters' rights or appraisal rights, and (iv) the amount of cash to be paid by Parent in lieu of fractional shares of Company Common Stock.
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.