Unadjusted Merger Consideration definition

Unadjusted Merger Consideration shall have the meaning set forth in Section 2.6.1.
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Unadjusted Merger Consideration has the meaning set forth in Section 3.1(B).
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Unadjusted Merger Consideration shall consist of an amount in cash equal to $400,000,000.00 (Four Hundred Million Dollars). The Unadjusted Merger Consideration shall be adjusted at Closing by (i) adding the Excess Payment, if any, calculated pursuant to Section 2.8.1, (ii) subtracting the Shortfall Reduction, if any, calculated pursuant to Section 2.8.1, (iii) subtracting Estimated Company Transaction Expenses and (iv) subtracting Estimated Indebtedness, if any (as adjusted, the “Initial Merger Consideration”). The Initial Merger Consideration shall be further adjusted following the Closing pursuant to Section 2.8.2. Subject to the requirements of Section 2.6.2, the Final Merger Consideration shall be allocated and paid among the Sellers such that each Seller shall receive its Pro Rata Portion of the Initial Distribution and any other payments hereunder constituting a portion of the Final Merger Consideration.
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Examples of Unadjusted Merger Consideration in a sentence

  • The Unadjusted Merger Consideration shall be adjusted at Closing by (i) adding the Excess Payment, if any, calculated pursuant to Section 2.8.1, (ii) subtracting the Shortfall Reduction, if any, calculated pursuant to Section 2.8.1, (iii) subtracting Estimated Company Transaction Expenses and (iv) subtracting Estimated Indebtedness, if any (as adjusted, the “Initial Merger Consideration”).


More Definitions of Unadjusted Merger Consideration

Unadjusted Merger Consideration means Eight Hundred Fifty-Nine Million One Hundred Fifty-Eight Thousand Dollars ($859,158,000).
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Unadjusted Merger Consideration has the meaning set forth in Section 2.15(a). "Unpaid Shareholders' Expenses" has the meaning set forth in Section 5.7.
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Unadjusted Merger Consideration means the Unadjusted Cash Consideration and the Unadjusted Non-Cash Consideration.
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Related to Unadjusted Merger Consideration

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

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

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

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

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

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

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

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

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

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

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

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

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