Adjusted Net Merger Consideration definition

Adjusted Net Merger Consideration means the Net Merger Consideration and the Supplemental Merger Consideration, if any.
Sample 1

Examples of Adjusted Net Merger Consideration in a sentence

  • All amounts paid with respect to indemnity claims under this Agreement shall be treated by the parties hereto for all purposes as an adjustment to the Final Adjusted Net Merger Consideration unless otherwise required by Law.

  • The Equityholder Expense Fund shall be withheld from each Equityholder’s portion of the Estimated Adjusted Net Merger Consideration based on each Equityholder’s applicable Pro Rata Portion.

  • The Adjusted Net Merger Consideration payable with respect to each Company Share shall be adjusted to reflect fully the effect of any reclassification, recapitalization, stock split, reverse split, exchange or readjustment of shares, stock dividend or other like change with respect to the Company Shares occurring after the date hereof and prior to the Effective Time; provided, however, that any such change with respect to the Company Shares shall be subject to the provisions of Section 5.1(xi).

  • Escrow Funds shall be withheld from each Stockholder’s cash portion of the Estimated Adjusted Net Merger Consideration based on each Stockholder’s pro rata portion of the Estimated Adjusted Net Merger Consideration payable to the Stockholders in accordance with Section 1.6 (the “Pro Rata Interest”).

  • Escrow Funds in an amount equal to the Escrow Amount shall be withheld from each Shareholder’s portion of the Estimated Adjusted Net Merger Consideration based on each Shareholder’s Pro Rata Portion.

  • Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Final Adjusted Net Merger Consideration for all Tax purposes, and no party may take any position inconsistent with such characterization.

  • Notwithstanding anything to the contrary contained herein, in no event shall the Estimated Gross Merger Consideration, Initial Adjusted Net Merger Consideration, Final Adjusted Net Merger Consideration or Gross Merger Consideration exceed the Gross Merger Consideration Cap and in no event shall Parent, Merger Sub and/or the Surviving Corporation be obligated to pay any amount in excess of the Gross Merger Consideration Cap.

  • Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid shall not be paid by the Surviving Corporation as provided in this Agreement and shall have only such rights as are provided by Section 262 of the DGCL with respect to such Company Shares and Adjusted Net Merger Consideration.

  • Pursuant to, and subject to the terms and conditions of, the Escrow Agreement, the funds in the Escrow Account (the “Escrow Funds”) shall be used solely for any amounts owed to the Buyer for any Shortfall Amount under Section 1.9. Escrow Funds in an amount equal to the Escrow Amount shall be withheld from each Equityholder’s portion of the Estimated Adjusted Net Merger Consideration based on each Equityholder’s applicable Pro Rata Portion of the Escrow Amount.

  • Any portion of the Exchange Fund which remains undistributed to the holders of Company Shares as of the date which is six months after the Effective Time shall be delivered to Parent, upon demand, and thereafter such holders of Company Shares who have not theretofore complied with this Section 2.3 shall be entitled to look only to Parent for payment of the Adjusted Net Merger Consideration to which they are entitled pursuant hereto.

Related to Adjusted Net Merger Consideration

  • 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).

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

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

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

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

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

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

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

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

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

  • Exchange Ratio shall have the meaning set forth in Section 24(a) hereof.

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

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

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

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

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

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

  • 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.

  • Option Exchange Ratio means the quotient obtained by dividing (i) the Cash Amount Per Share by (ii) the Acquiror Common Stock Price.

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

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

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