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 means the Unadjusted Cash Consideration and the Unadjusted Non-Cash Consideration.
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Examples of Unadjusted Merger Consideration in a sentence

  • In the event that the Closing Date Book Value is less than the Unadjusted Merger Consideration, then Alleghany shall pay to HTI Acquisition an amount equal to the difference.

  • 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 Unadjusted Merger Consideration shall be adjusted as provided in this Agreement (as adjusted, the “Final Merger Consideration”).

  • The "Estimated Merger Consideration" means the Estimated Unadjusted Merger Consideration plus the Estimated Working Capital Adjustment.

  • The “Closing Payment” shall be equal to the Unadjusted Merger Consideration, minus the Estimated Working Capital Deficit (if any), plus the Estimated Working Capital Excess (if any), minus the Indemnity Escrow Amount, minus the Adjustment Escrow Amount, minus the Holder Representative Expense Amount, minus the Estimated Closing Date Indebtedness, minus the Estimated Company Transaction Expenses.


More Definitions of Unadjusted Merger Consideration

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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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 Eight Hundred Fifty-Nine Million One Hundred Fifty-Eight Thousand Dollars ($859,158,000).
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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 3.2(a)(ii).

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

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

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

  • 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 2.1(a).

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

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

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • 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.

  • 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 equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • 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.

  • 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.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • 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).