Adjusted Merger Consideration definition

Adjusted Merger Consideration means an amount equal to the sum of (i) the Merger Consideration, plus (ii) the aggregate amount of the exercise prices for all Company Stock under in-the-money Specified Company Warrants in accordance with their terms (and assuming no cashless exercise) that are issued and outstanding as of the Effective Time.

Adjusted Merger Consideration has the meaning set forth in Section 2.2.

Adjusted Merger Consideration has the meaning set forth in Section 3.6(a).

Examples of Adjusted Merger Consideration in a sentence

• Each Outstanding Common Share shall be converted into and represent the right to receive (subject to the provisions of Section 1.13) a fraction of a share (the "Common Conversion Ratio") of Buyer Common Shares as is equal to the result obtained by dividing (i) the Adjusted Merger Consideration, minus the Management Shares, minus the Preferred Consideration, by (ii) the Adjusted Total Company Shares.

• If the Adjusted Merger Consideration is less than the Merger Consideration calculated at Closing based on the Certified Closing Report (the “ Closing Merger Consideration”), then such Merger Consideration shall be adjusted downwards in an amount equal to the difference between the Adjusted Merger Consideration and the Closing Merger Consideration (such difference, the “Adjustment Amount”).

• If the Adjusted Merger Consideration is greater than the Closing Merger Consideration, then the Merger Consideration shall be adjusted upwards in an amount equal to the difference between the Adjusted Merger Consideration and the Closing Merger Consideration.

• Promptly after the Effective Time and not later than five (5) days after the Effective Time, Buyer shall make available to Buyer's transfer agent or another exchange agent selected by Buyer and acceptable to the Shareholder Representative (the "Payment Agent") for exchange in accordance with this Section cash in the amount equal to the Adjusted Merger Consideration, subject to the escrow provisions of Article III.

• Subject to any amounts payable in respect of Dissenting Shares in accordance with Section 2.8 hereof, in no event shall the aggregate per share consideration paid or payable to Company Securityholders hereunder exceed the Adjusted Merger Consideration.

More Definitions of Adjusted Merger Consideration

Adjusted Merger Consideration means: (a) any consideration paid pursuant to Section 2.01(c) (in the case of consideration comprised of Parent Common Stock, the value of each such share of Parent Common Stock being the average of the high and low sale price of a share of Parent Common Stock on the NYSE on the Date of Determination), (b) solely for purposes of Section 2.01(e)(4), any consideration paid pursuant to Section 2.01(e)(4) (in the case of consideration comprised of Parent Common Stock, the value of each such share of Parent Common Stock being the lower of (x) the average of the high and low sale price of a share of Parent Common Stock on the NYSE on the Date of Determination and (y) the average of the high and low sale price of a share of Parent Common Stock on the NYSE on the date of issuance of such share of Parent Common Stock pursuant to

Adjusted Merger Consideration has the meaning set forth in Section 1.7(d).

Adjusted Merger Consideration means (i) One Hundred Ninety Million Dollars ($190,000,000), (ii) (x) minus the absolute value of the amount, if any, by which Net Debt is less than zero or (y) plus the amount, if any, by which Net Debt is greater than zero (such amount, if any, the “Positive Net Debt Adjustment Amount”), minus (iii) an amount equal to Estimated Third Party Expenses, and minus (iv) the Prepaid Amounts.

Adjusted Merger Consideration means an amount equal to (i) the Aggregate Common Stock Merger Consideration minus (ii) the amount by which the Minimum Company Tangible Common Equity exceeds the Company Tangible Common Equity reflected in the Final Closing Balance Sheet.

Adjusted Merger Consideration means (i) the Cash Merger Consideration plus (ii) Cash, plus (iii) Paid Parent Severance Expenses, minus (iv) the final, binding Indebtedness as of the Closing determined in accordance with Section 1.7, minus (v) the final, binding Third Party Expenses, determined in accordance with Section 1.7, minus (vi) the Escrow Amount, minus (vii) the Stockholder Representative Fund Amount, and minus (viii) the Closing Company Payments.

Adjusted Merger Consideration means the number of Buyer Common Shares equal to the result obtained by dividing (i) the greater of (x) the Preliminary Base Purchase Price or (y) the Adjusted Base Purchase Price by (ii) $12.50 per share.

Adjusted Merger Consideration has the meaning given such term in Section I.F. hereof.