Adjusted Closing Merger Consideration definition

Adjusted Closing Merger Consideration means the Enterprise Value, plus (a) the Actual Working Capital Adjustment (which may be a positive or negative number), minus (b) the amount, if any, by which Actual Cash is less than $1,000,000 (and otherwise $0), minus (c) the amount of Actual Indebtedness, minus (d) the amount of Actual Transaction Expenses, minus (e) the Indemnification Escrow Amount, minus (f) the Integration Cost Escrow Amount, minus (g) the Stockholder Representative Expense Amount.
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Adjusted Closing Merger Consideration means an amount equal to (A) Closing Merger Consideration, minus (B) Estimated Closing Cash.
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Examples of Adjusted Closing Merger Consideration in a sentence

  • For the avoidance of doubt, the parties hereto agree that no Indemnified Person shall be entitled to any recovery for any Losses to the extent already taken into account in the calculation of the Final Adjusted Closing Merger Consideration Amount.

Related to Adjusted Closing Merger Consideration

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Purchaser Stock Price means, with respect to any Common Stock Fundamental Change, the average of the daily Closing Price for one share of the common stock received by holders of the Common Stock in such Common Stock Fundamental Change during the 10 Trading Days immediately prior to the date fixed for the determination of the holders of the Common Stock entitled to receive such common stock or, if there is no such date, prior to the date upon which the holders of the Common Stock shall have the right to receive such common stock.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Parent Closing Price means the volume weighted average closing trading price of a share of Parent Common Stock on Nasdaq for the five consecutive trading days ending five trading days immediately prior to the date upon which the Merger becomes effective.