Adjusted Merger Consideration definition

Adjusted Merger Consideration has the meaning set forth in Section 2.2.

Adjusted Merger Consideration has the meaning set forth in Section 3.6(a).

Adjusted Merger Consideration means an amount equal to the sum of (i) the Merger Consideration, plus (ii) the aggregate amount of the exercise prices for all Company Stock under in-the-money Specified Company Warrants in accordance with their terms (and assuming no cashless exercise) that are issued and outstanding as of the Effective Time.

Examples of Adjusted Merger Consideration in a sentence

• No later than 15 days after the Closing Date, Chrix Xxxxxx, Xxlls, Shirley, Eckex & Xassxxx, 0028 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000 (xxe "Shareholder Representative"), will deliver to Parent and Sub a statement (the "Accounting Adjustment") setting forth the Shareholders' determination of the Adjusted Merger Consideration as adjusted pursuant to Section 1.02(b)(iii) and the calculation thereof, certified by the Shareholders to be accurate as of the date delivered.

• With respect to adjustment to the Preliminary Merger Consideration under Section 1.02(b)(ii), the Adjusted Merger Consideration shall be delivered to the Shareholder Representative not later than the tenth business day after the Event Date.

• The Daily Rate for any Business Day is to be determined by the Remarketing Agent and announced by 10:00 a.m., New York City time, on such Business Day.

• Each Outstanding Common Share shall be converted into and represent the right to receive (subject to the provisions of Section 1.13) a fraction of a share (the "Common Conversion Ratio") of Buyer Common Shares as is equal to the result obtained by dividing (i) the Adjusted Merger Consideration, minus the Management Shares, minus the Preferred Consideration, by (ii) the Adjusted Total Company Shares.

• Not later than ten (10) business days after EBITDA, and thus the amount of Track Business Contingent Earnout Payment due for a particular calendar year, has been established, Parent will deposit the Track Business Contingent Earnout Payment for that year with the Disbursing Agent in cash or other immediately available funds in trust for the benefit of the persons who held shares of Common Stock in the Company as of the Record Date and elected to receive the Adjusted Merger Consideration.

More Definitions of Adjusted Merger Consideration

Adjusted Merger Consideration means: (a) any consideration paid pursuant to Section 2.01(c) (in the case of consideration comprised of Parent Common Stock, the value of each such share of Parent Common Stock being the average of the high and low sale price of a share of Parent Common Stock on the NYSE on the Date of Determination), (b) solely for purposes of Section 2.01(e)(4), any consideration paid pursuant to Section 2.01(e)(4) (in the case of consideration comprised of Parent Common Stock, the value of each such share of Parent Common Stock being the lower of (x) the average of the high and low sale price of a share of Parent Common Stock on the NYSE on the Date of Determination and (y) the average of the high and low sale price of a share of Parent Common Stock on the NYSE on the date of issuance of such share of Parent Common Stock pursuant to

Adjusted Merger Consideration has the meaning set forth in Section 1.13(g).

Adjusted Merger Consideration means an amount equal to the following, all as determined in accordance with Section 1.11:

Adjusted Merger Consideration means the number of Buyer Common Shares equal to the result obtained by dividing (i) the greater of (x) the Preliminary Base Purchase Price or (y) the Adjusted Base Purchase Price by (ii)

Adjusted Merger Consideration means (i) One Hundred Ninety Million Dollars ($190,000,000), (ii) (x) minus the absolute value of the amount, if any, by which Net Debt is less than zero or (y) plus the amount, if any, by which Net Debt is greater than zero (such amount, if any, the “Positive Net Debt Adjustment Amount”), minus (iii) an amount equal to Estimated Third Party Expenses, and minus (iv) the Prepaid Amounts.

Adjusted Merger Consideration means the number of Buyer Common Shares equal to the result obtained by dividing (i) the greater of (x) the Preliminary Base Purchase Price or (y) the Adjusted Base Purchase Price by (ii) $12.50 per share.

Adjusted Merger Consideration means an amount equal to (i) the Aggregate Common Stock Merger Consideration minus (ii) the amount by which the Minimum Company Tangible Common Equity exceeds the Company Tangible Common Equity reflected in the Final Closing Balance Sheet.