Upfront Merger Consideration definition

Upfront Merger Consideration means an amount equal to the Estimated Merger Consideration less the sum of (i) the Escrow Amount, (ii) the Representative Fund Amount (iii) the total amount of any Acquired Company Indebtedness outstanding immediately prior to the Effective Time and (iv) the total amount of any Transaction Expenses outstanding immediately prior to the Effective Time.
Upfront Merger Consideration means the amount equal to (i) Company Net Cash, multiplied by (ii) 1.25.
Upfront Merger Consideration shall be equal to an amount of cash equal to the difference between (i) the Merger Consideration and (ii) the Escrow Fund.

Examples of Upfront Merger Consideration in a sentence

  • Unregistered Sales of Equity Securities The issuance of the shares of AbbVie common stock included in the Upfront Merger Consideration was exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, or Regulation D thereunder, as a transaction by an issuer not involving a public offering.

  • Unregistered Sales of Equity Securities‌ The issuance of the shares of AbbVie common stock included in the Upfront Merger Consideration is exempt from registration under Section 4(2) of the Securities Act of 1933, as amended, or Regulation D thereunder, as a transaction by an issuer not involving a public offering.

  • Holders of Stemcentrx capital stock that are accredited investors will have the right to elect the form of Upfront Merger Consideration that they will receive, subject to proration in the event that cash or stock is oversubscribed.

  • Notwithstanding anything in this Agreement to the contrary, none of the Per Share Upfront Merger Consideration, Future Payments or the Per Share Milestone Consideration or any other consideration payable hereunder shall be reduced for the same item more than once.


More Definitions of Upfront Merger Consideration

Upfront Merger Consideration means (a) the Closing Cash Consideration Amount and (b) the Upfront Stock Consideration.
Upfront Merger Consideration shall have the meaning set forth in Section 1.5(e) of this Agreement.
Upfront Merger Consideration means the Cash Upfront Merger Consideration Amount and the Stock Upfront Merger Consideration Amount.
Upfront Merger Consideration means the Parent Stock Consideration less (i) the Deferred Merger Consideration, less (ii) the number of shares of Parent Common Stock determined by dividing (A) the Closing Amount by (B) the Parent Stock Price. If the resulting amount is a fractional share the number of shares of Parent Common Stock issued shall be rounded down to the nearest whole share.
Upfront Merger Consideration shall equal: (i) the number of whole shares, rounded up, determined by multiplying (A) the Upfront Shares, by (B) the Exchange Fraction; and (ii) an amount in cash determined by multiplying (A) $500,000 (the “Buyer Cash Payment”), by (B) the Exchange Fraction. The Upfront Merger Consideration is issuable and payable in the aggregate by Buyer promptly after Closing to be distributed by the Exchange Agent in accordance with Section 2.8 hereof.

Related to Upfront Merger Consideration