Final Merger Consideration Sample Clauses

Final Merger Consideration. As promptly as practicable after the Closing, but in no event later than 60 days after the Closing Date, Buyer shall cause the Surviving Corporation to prepare and deliver to the Representative (on behalf of the Shareholders) a statement (the “Closing Statement”) as of the close of business on the Closing Date, setting forth the Surviving Corporation’s calculation of the Net Working Capital (the “Closing Net Working Capital”), Indebtedness (the “Closing Indebtedness”) and Transaction Expenses (the “Closing Transaction Expenses”) (immediately prior to giving effect to the transactions contemplated herein), which shall be calculated on a basis consistent with this Agreement, including, as applicable Schedule 4.2 and the accounting principles and practices referred to therein in the same way, using the same methods, principles, conventions, policies and procedures (including the methodology used by the Company with respect to accruals and reserves to prepare the estimates described in Section 4.1). The Closing Statement shall contain a calculation of the Final Merger Consideration based on the foregoing amounts of Closing Net Working Capital, Closing Indebtedness and Closing Transaction Expenses. If Buyer does not deliver the Closing Statement to the Representative by 5:00 p.m., New York City time, on the 60th day after the Closing Date (such date and time, the “Closing Statement Due Date”), the Preliminary Merger Consideration shall be conclusive and binding on Buyer, the Surviving Corporation and the Shareholders. To the extent any actions following the Closing with respect to the accounting books and records of the Surviving Corporation on which the Closing Statement and the foregoing calculations are to be based are not consistent with the Company’s past practices, such changes shall not be taken into account in preparing the Closing Statement or calculating the Closing Net Working Capital and Closing Indebtedness.
Sample 1
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Final Merger Consideration. “Final Merger Consideration” shall have the meaning specified in Section 1.11(e) of this Agreement.
Sample 1
Final Merger Consideration. When, as and if any adjustments to the Merger Consideration, escrow releases or other additional consideration become available for distribution to the Stakeholders in accordance with the terms of this Agreement and the Escrow Agreement, it shall be distributed among the Stakeholders pro rata in accordance with each such Stakeholder’s Percentage Interest as calculated and equitably adjusted by the Stakeholder Representative at the applicable time to take into account any Options that become In-the-Money Options as a result of the distribution of any such additional consideration; provided, however, that only those Optionholders set forth in the Spreadsheet delivered in accordance with Section 2.06(b) shall be entitled to receive such equitable adjustment; provided, further, that the Stakeholder Representative shall deliver an updated Spreadsheet, certified by the Stakeholder Representative, on the date of any distribution of Merger Consideration, escrow releases or other additional consideration, which shall reflect any such equitable adjustments or other changes. Notwithstanding the preceding, when, as and if such adjustments to the Merger Consideration or escrow releases become available for distribution to the Stakeholders in accordance with the terms of this Agreement, holders of Dissenting Shares shall not be entitled to receive such consideration.
Sample 1
Final Merger Consideration. Upon final resolution of the Price Components in accordance with Section 2.02(b) and (c), the parties shall calculate the Final Merger Consideration. “Final Merger Consideration” means, consideration in an amount equal to the (a) sum of (i) the Base Consideration, (ii) the Closing Cash, (iii) the Aggregate Option Exercise Price and (iv) the amount, if any, by which the Closing Net Working Capital is over the Target Net Working Capital, minus (b) the sum of (i) Closing Indebtedness, (ii) the Deferred Revenue Adjustment, (iii) the Closing Transaction Expenses, (iv) the amount, if any, by which the Closing Net Working Capital is below the Target Net Working Capital, (v) the Escrow Amount and (vi) Stockholder Representative Expense Fund Amount paid by Parent at Closing in accordance with Section 6.09(f).
Sample 1
Final Merger Consideration. The Closing Date Merger Consideration shall be adjusted as follows (without duplication, including any payments otherwise made pursuant to Section 2.12(b)): (i) (A) increased by the amount, if any, by which the Working Capital, as finally determined pursuant to Section 2.12(c) (“Final Working Capital”), is greater than the Estimated Working Capital, or (B) reduced by the amount, if any, by which the Final Working Capital is less than the Estimated Working Capital; (ii) (A) reduced by the amount, if any, by which the Closing Date Company Indebtedness, as finally determined pursuant to Section 2.12(c) (“Final Company Indebtedness”), is greater than the Estimated Closing Date Company Indebtedness or (B) increased by the amount, if any, by which the Final Company Indebtedness is less than the Estimated Closing Date Company Indebtedness; (iii) (A) reduced by the amount, if any, by which the Closing Date Joint Venture Indebtedness, as finally determined pursuant to Section 2.12(c) (“Final Joint Venture Indebtedness”), is greater than the Estimated Closing Date Joint Venture Indebtedness or (B) increased by the amount, if any, by which the Final Joint Venture Indebtedness is less than the Estimated Closing Date Joint Venture Indebtedness; (iv) (A) reduced by the amount, if any, by which the Seller Expenses, as finally determined pursuant to Section 2.12(c) (“Final Seller Expenses”), are greater than the Estimated Seller Expenses or (B) increased by the amount, if any, by which the Final Seller Expenses are less than the Estimated Seller Expenses; (v) (A) increased by the amount, if any, by which the Mesa Receivable Amount, as finally determined pursuant to Section 2.12(c) (“Final Mesa Receivable Amount”) is greater than the Estimated Mesa Receivable Amount or (B) reduced by the amount, if any, by which the Final Mesa Receivable Amount is less than the Estimated Mesa Receivable Amount; or (vi) (A) increased by the amount, if any, by which the Closing Date Cash and Cash Equivalents, as finally determined pursuant to Section 2.12(c) (“Final Cash and Cash Equivalents”), are greater than the Estimated Cash and Cash Equivalents or (B) reduced by the amount, if any, by which the Final Cash and Cash Equivalents are less than the Estimated Cash and Cash Equivalents.
Sample 1
Final Merger Consideration. The “Unadjusted Merger Consideration” shall consist of an amount in cash equal to $170,000,000.00. The Unadjusted Merger Consideration shall be adjusted as provided in this Agreement (as adjusted, the “Final Merger Consideration”). Subject to the requirements of Sections 2.4.4 and 2.7.3, the Final Merger Consideration shall be allocated and paid among the Shareholders such that each Shareholder shall receive its Pro Rata Portion of the Closing Payment and any other payment hereunder that constitutes a portion of the Final Merger Consideration.
Sample 1
Final Merger Consideration. The portion of the Closing Merger Consideration to be issued and delivered in connection with the Closing to the Company Preferred Stockholders, and any additional portion of any Final Merger Consideration to be issued and delivered to the Company Preferred Stockholders hereunder, shall be, upon issuance and delivery of such Closing Merger Consideration or additional portion of any Final Merger Consideration, duly authorized and validly issued and fully paid and non-assessable, free and clear of all Liens.
Sample 1
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Final Merger Consideration. All of the outstanding shares of Company Common Stock, in the aggregate (other than shares to be canceled in accordance with Section 1.5(b)), shall be converted into the right to receive: (i) a secured promissory note given by Parent with an original principal amount of $3,000,000 in substantially the form attached hereto on Exhibit 1.5(c) (the "Purchase Note"); (ii) the number of validly issued, fully paid and nonassessable shares of Parent Common Stock resulting from dividing $3,000,000 by the IPO Price (as defined below) and rounding down to the nearest whole number; and (iii) the Earn Out, as defined in Section 2.1 below (collectively, the "Final Merger Consideration"); provided, however, that the Shareholder shall also be entitled to cash in lieu of a fractional share pursuant to Section 1.6(d) below with regard to the fraction of a share eliminated as a result of rounding pursuant to clause (ii) of this Section 1.5(c); and provided further that if between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, or exchange of shares or the like, the conversion formula in this Section 1.5(c) shall be correspondingly revised to provide for the proportionate amount of Parent Common Stock or any other interests into which the Parent Common Stock may have changed.
Sample 1

Related to Final Merger Consideration

  • Adjustment of Merger Consideration If, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or other similar transaction, the Merger Consideration shall be appropriately adjusted.

  • Payment of Merger Consideration (a) As soon as reasonably practicable after the Effective Time, the Surviving Entity (or its successor in interest) shall deliver to each holder of SPE LLC Interests whose SPE LLC Interests have been converted into the right to receive the Merger Consideration pursuant to Section 1.05(b) hereof, the Merger Consideration payable to such holder in the amounts and form provided in Section 1.05(b) hereof. The issuance of the OP Units and admission of the recipients thereof as limited partners of the Operating Partnership pursuant to Section 1.05(b) shall be evidenced by an amendment to Exhibit A of the Operating Partnership Agreement, and the Operating Partnership shall deliver, or cause to be delivered, an executed copy of such amendment to each Pre-Formation Participant receiving OP Units hereunder. Each certificate representing REIT Shares issuable as Merger Consideration shall bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS THE TRANSFEROR DELIVERS TO THE CORPORATION AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CORPORATION’S CHARTER, (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF THE CORPORATION’S COMMON STOCK IN EXCESS OF % (IN VALUE OR NUMBER OF SHARES) OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (II) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK OF THE CORPORATION IN EXCESS OF % OF THE VALUE OF THE TOTAL OUTSTANDING SHARES OF CAPITAL STOCK OF THE CORPORATION, UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE); (III) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(h) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (IV) NO PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON TRANSFER OR OWNERSHIP SET FORTH IN (I) THROUGH (III) ABOVE ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, THE CORPORATION MAY TAKE OTHER ACTIONS, INCLUDING REDEEMING SHARES UPON THE TERMS AND CONDITIONS SPECIFIED BY THE BOARD OF DIRECTORS IN ITS SOLE AND ABSOLUTE DISCRETION IF THE BOARD OF DIRECTORS DETERMINES THAT OWNERSHIP OR A TRANSFER OR OTHER EVENT MAY VIOLATE THE RESTRICTIONS DESCRIBED ABOVE. FURTHERMORE, UPON THE OCCURRENCE OF CERTAIN EVENTS, ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL CAPITALIZED TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER OF THE CORPORATION, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. REQUESTS FOR SUCH A COPY MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Adjustment to Merger Consideration The Merger Consideration shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Effective Time.

  • Recitals Merger Consideration Section 5.2(b) Merger Sub.................................................................................................

  • Delivery of Merger Consideration As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Deposit of Merger Consideration At or prior to the Effective Time, Parent shall (i) authorize the Exchange Agent to issue an aggregate number of shares of Parent Common Stock equal to the aggregate Merger Consideration, and (ii) deposit, or cause to be deposited with, the Exchange Agent, to the extent then determinable, any cash payable in lieu of fractional shares pursuant to Section 2.3(f) (the “Exchange Fund”).

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Stock Consideration 3 subsidiary...................................................................53

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