Adjusted Gross Merger Consideration definition

Adjusted Gross Merger Consideration means the Base Merger Consideration, (i) as adjusted downwards by the Merger Consideration Adjustment, (ii) minus the number of Parent Common Shares (rounded up to the nearest whole Parent Common Share and based on a price of U.S.$0.6578 per Parent Common Share) the value of which is equal to the employer’s share of all payroll, employee, employment, withholding, social security (or similar Tax, including FICA), unemployment, disability, and related Taxes payable or withholdable by the Company, the Surviving Corporation, any Subsidiary or Parent with respect to the Bonus Shares issued to Bonus Grantees, and (iii) minus the number of Parent Common Shares (if any) that Parent elects not to issue to any Bonus Grantee and for which an equivalent value cash payment to such Bonus Grantee is made instead in the circumstances contemplated by Section 6.13(e).
Sample 1

Examples of Adjusted Gross Merger Consideration in a sentence

  • Until surrendered as contemplated by this Section 3.4(a), each certificate (other than certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable portion of the Adjusted Gross Merger Consideration and Earn-Out Payment, without interest, into which the Company Shares theretofore represented by such certificate shall have been converted pursuant to Section 3.1.

  • If the President permits a person or their representative to appear at a hearing of the Commission and the President considers that the person is likely to be materially adversely affected by evidence given by a witness at the hearing, then the President must permit the person or their representative to examine the witness at the hearing in relation to that evidence (subsection 23(2)).

Related to Adjusted Gross Merger Consideration

  • Total 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).

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

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

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

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

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

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

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

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

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Earn-Out Consideration is defined in Section 2.5(c).