Adjusted Initial Merger Consideration definition

Adjusted Initial Merger Consideration means an amount equal to the sum of (x) Initial Merger Consideration and (y) the Aggregate Exercise Price Amount.
Sample 1
Adjusted Initial Merger Consideration means the Initial Merger Consideration, (i) plus the Estimated Current Assets, (ii) less (a) the Estimated Current Liabilities and (b) any Indebtedness.
Sample 1

Examples of Adjusted Initial Merger Consideration in a sentence

  • If the Representative and the Surviving Corporation are unable to reach an agreement within thirty (30) days after receipt of the Representative's notification, a mutually acceptable nationally-recognized accounting firm (the "Accounting Referee") will review the disputed items or amounts and compute the Adjusted Initial Merger Consideration.

  • If such notification is not given within such thirty (30) day period, then the Closing Balance Sheet shall be deemed to be the Closing Balance Sheet upon which the Adjusted Initial Merger Consideration (as hereinafter defined) shall be determined.

  • The Initial Merger Consideration as adjusted pursuant to this Article III is hereinafter referred to as the "Adjusted Initial Merger Consideration".

  • If the Adjusted Initial Merger Consideration exceeds the Initial Merger Consideration (such difference, a “Merger Consideration Underpayment”), then Buyer shall be required to pay the TopCo Sellers, within five (5) Business Days following the final determination of the Adjusted Initial Merger Consideration, an amount equal to such Merger Consideration Underpayment.

Related to Adjusted Initial Merger Consideration

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

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

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

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

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

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

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

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

  • 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).

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

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

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

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

  • Share Exchange Ratio has the meaning given to it in Section 3.1(d);

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

  • 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.

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

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

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

  • 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.

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

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).