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

Estimated Merger Consideration is defined in Section 2.5(b).

Estimated Merger Consideration has the meaning set forth in Section 3.3.

Examples of Estimated Merger Consideration in a sentence

Notwithstanding the foregoing provisions of this Article III, the Dissenting Shares shall not be converted into a right to receive the Estimated Merger Consideration, or any portion of the Escrow Amount or Adjustment Amount, and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL to the extent that such rights were not waived by such holders pursuant to Section 2.3(b) of the Management Stockholders Agreement or by execution of any other stockholders agreement.

More Definitions of Estimated Merger Consideration

Estimated Merger Consideration means the result equal to (i) the Base Merger Consideration, plus (ii) Estimated Closing Cash, minus (iii) Estimated Closing Indebtedness, minus (iv) Estimated Transaction Expenses, plus (v) the amount (if any) by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, minus (vi) the amount (if any) by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital.

Estimated Merger Consideration means an amount equal to the Merger Consideration calculated as set forth in Section 1.13(a), assuming for purposes of such calculation that the Closing Date Cash is equal to the Estimated Closing Date Cash, the Closing Date Indebtedness is equal to the Estimated Closing Date Indebtedness Amount, the Closing Working Capital is equal to the Estimated Closing Working Capital, and the unpaid Transaction Expenses are equal to the Estimated Closing Date Transaction Expenses.

Estimated Merger Consideration. Is defined in Section 1.8(a).

Estimated Merger Consideration has the meaning set forth in SECTION 1.05 hereof.

Estimated Merger Consideration means an amount equal to (i) the Base Merger Consideration, minus (ii) the Estimated Closing Adjustment, minus (iii) the Company Securityholder Representative Expense Amount, minus (iv) the NCP Contingent Payment Escrow Amount, if any, minus (v) the Additional Escrow Amount.

Estimated Merger Consideration means an amount equal to: (a) the Base Value; plus (b) the Estimated Closing Working Capital Adjustment Amount; plus (c) the Estimated Company Cash; plus (d) the Estimated Tax Overpayment/Underpayment Amount; minus (e) the Estimated Rollover Indebtedness Amount; minus (f) the Estimated Company Transaction Costs Adjustment Amount; minus (g) the Participation Plan Costs.