Cash Merger Consideration definition

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

Cash Merger Consideration has the meaning provided in Section 3.1(a).

Cash Merger Consideration means cash payable to the Members at the Closing of the Business Combination in accordance with the Membership Interest Purchase Agreement, up to $20,000,000 of which was paid in Common Stock at a price of $10.60 per share.

Examples of Cash Merger Consideration in a sentence

• If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be deemed to have been converted into and to have become exchangeable for the right to receive, as of the Effective Time, the Cash Merger Consideration without any interest thereon.

• In the event the Aggregate Cash Merger Consideration portion of the Exchange Fund shall be insufficient to make the payments contemplated by Section 3.1(b)(i) Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency in the amount required to make such payment.

• The parties acknowledge and agree that no part of the Cash Merger Consideration is intended to be, or will be construed as or accounted for as, payment or consideration for any of the assets of the Nonprofit Organizations.

• Receipt of the Cash Merger Consideration in exchange for Common Stock pursuant to the Merger also may be a taxable transaction under applicable state, local and foreign tax laws.

• The initial Holders shall be the (i) holders of Shares other than Dissenting Shares immediately prior to the Effective Time and (ii) holders of Company Stock Options immediately prior to the Effective Time whose Company Stock Options are converted into the right to receive the Cash Merger Consideration pursuant to Section 2.06 of the Merger Agreement.

More Definitions of Cash Merger Consideration

Cash Merger Consideration means $75,000,000 in cash paid to Ultimate at the Closing pursuant to the terms of the Merger Agreement. “Certificate of Incorporation” means the Second Amended and Restated Certificate of Incorporation of the Company.

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

Cash Merger Consideration shall have the meaning set forth in Section 3.1(a).

Cash Merger Consideration means the portion of Merger Consideration payable to Company Stockholders pursuant to the terms of this Agreement in cash, but in no event shall such cash amount exceed the Closing Cash Consideration Target.

Cash Merger Consideration has the meaning given to such term in Section 2.04(c) of this Agreement.

Cash Merger Consideration is defined in Section 1.2(a).

Cash Merger Consideration means (i) $92,000,000, plus (ii) the Closing Excess Cash Amount.