Adjusted Cash Consideration definition

Adjusted Cash Consideration means the cash consideration adjusted according to Article 3.2 and Article 4.2 hereof.

Adjusted Cash Consideration has the meaning set forth in Section 2.3(a).

Adjusted Cash Consideration means the Adjusted Total Consideration Value multiplied by the Cash Percentage.

Examples of Adjusted Cash Consideration in a sentence

• The Exchange Agent shall receive, for the benefit of holders of shares of Company Capital Stock and Cash-Out Warrants, the aggregate Merger Aggregate Adjusted Cash Consideration to which holders of shares of Company Capital Stock and Cash-Out Warrants shall become entitled pursuant to Section 1.2(a)(i) and Section 1.2(a)(iv).

• Notwithstanding anything to the contrary in the other provisions of this ARTICLE I, Parent shall withhold the Adjustment Escrow Amount, the Holdback Amount and the Representative Expense Amount from the Merger Aggregate Adjusted Cash Consideration otherwise payable to the Company Holders pursuant to this ARTICLE I and the Company Liquidity Bonus Plan.

• Parent shall deposit the portion of the Merger Aggregate Adjusted Cash Consideration to which holders of Company Capital Stock and Cash-Out Warrants shall become entitled pursuant to Section 1.2(a)(i) and Section 1.2(a)(iv), in each case subject to Section 1.4 (the “Initial Payment Amount”), with the Exchange Agent at or immediately following the Effective Time.

• Notwithstanding anything to the contrary in this ARTICLE I, at the Effective Time, Parent shall withhold the Holdback Amount from the Merger Aggregate Adjusted Cash Consideration otherwise payable to each Company Holder pursuant to Section 1.2 and/or the Company Liquidity Bonus Plan in accordance with each such Company Holder’s Pro Rata Portion.

• Buyer has and will have on the Closing Date sufficient unrestricted cash on hand sufficient to pay the Adjusted Cash Consideration and all of Buyer’s and its Affiliates’ fees and expenses associated with the transactions contemplated in this Agreement.

More Definitions of Adjusted Cash Consideration

Adjusted Cash Consideration shall have the meaning ascribed to such term in the WECU Contribution Agreement.

Adjusted Cash Consideration means the Base Cash Consideration minus the Cash Adjustment Amount.

Adjusted Cash Consideration means the amount of the Cash Consideration reduced by the amount of the Deficit Amount or increased by the amount of the Excess Amount, as applicable.

Adjusted Cash Consideration is defined in Section 2.2(a).

Adjusted Cash Consideration has the meaning set forth in Section 3.1(a)(i) of this Agreement.

Adjusted Cash Consideration means an amount equal to the Cash Consideration (i) decreased by the sum of any prior cash payments to the Partnership Parties in respect of the Final Consideration Adjustment Amount and/or the Suncor Adjustment Amount, and (ii) increased by the sum of any prior cash payments to the Contributing Parties in respect of the Final Consideration Adjustment Amount and/or the Suncor Adjustment Amount.

Adjusted Cash Consideration means: (a) if the Trading Price of the Ordinary Share is less than $12.00, an amount equal to the lesser of (i) $10,000,000 and (ii) the sum of (x) $6,000,000 and (y) the product of (A) 466,105 and (B) the amount by which $12.00 exceeds the Trading Price of the Ordinary Share; (b) if the Trading Price of the Ordinary Share is greater than $12.00, an amount equal to the greater of (i) $2,000,000 and (ii) the difference between (x) $6,000,000 and (y) the product of (A) 466,105 and (B) the amount by which the Trading Price of the Ordinary Share exceeds $12.00; and (c) if the Trading Price of the Ordinary Share equals $12.00, $6,000,000.