Closing Common Merger Consideration means the Closing Merger Consideration minus the Preferred Stock Merger Consideration.
Closing Common Merger Consideration means the aggregate amount of the Closing Merger Consideration to be paid pursuant to the Company Certificate of Incorporation to the holders of Common Stock outstanding immediately prior to the Effective Time (excluding any shares held by CHESS Depositary Nominees).
Closing Common Merger Consideration means the Purchase Price minus (a) the portion of Closing Preferred Merger Consideration referred to in clause (i) of that definition paid to each series of Company Preferred Stock plus (b) the aggregate exercise prices of all Options (other than Out-of-Money Options) and the aggregate strike price of all Outstanding Warrants (other than Out-of-Money Warrants), minus (c) all amounts Parent is required to deliver to third parties at the Closing pursuant to Section 2.03(b)(iii) through Section 2.03(b)(vi) (provided that, with respect to Section 2.03(b)(v) and Section 2.03(b)(vi), the Effective Time Holders shall be liable for 50% of the related R&W Insurance Costs and Escrow Costs), minus (d) the Assumed Obligations Cost, minus (e) One Million Dollars ($1,000,000).
More Definitions of Closing Common Merger Consideration
Closing Common Merger Consideration means (i) the Adjusted Consideration, minus (ii) the Series B Liquidation Amount, minus (iii) the Series C Liquidation Amount, minus (iv) the Series D Liquidation Amount, minus (v) the Canada Dividend Amount; provided that if the Closing Common Merger Consideration would be a negative amount, the Closing Common Merger Consideration shall be zero. The Cash and Indebtedness Schedule sets forth the amount of Cash and Indebtedness of the Company and its Subsidiaries (which for the avoidance of doubt shall include the aggregate amount of all prepayment premiums, penalties or breakage costs that would arise upon prepayment of such Indebtedness on the Closing Date), in each case as of the date of the Latest Balance Sheet (such amounts, the “Cash Adjustment” and “Indebtedness Adjustment,” respectively). For purposes of this Agreement, the term “Per Share Portion” means a fraction, the numerator of which is one, and the denominator of which is equal to (i) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held immediately prior to the Effective Time by the Company as treasury stock or by any wholly owned Subsidiary of the Company or by the Purchaser or the Merger Sub), including Restricted Shares and shares of Common Stock issued under Section 1.06 for Exchangeable Shares, plus (ii) the aggregate number of shares of Common Stock deemed outstanding pursuant to Section 1.02(i).
Closing Common Merger Consideration means the aggregate amount payable at the Effective Time, in accordance with the terms of this Agreement, to the Former Holders of Company Common Stock and Exchanged Options. “Closing Date” has the meaning assigned to such term in Section 2.9. “Closing Indebtedness” means, without duplication, the outstanding Indebtedness of the Company and its Subsidiaries immediately prior to the Closing. “Closing Merger Consideration” has the meaning assigned to such term in Section 2.11. “Closing Net Working Capital” means, as of the Measurement Time and without duplication, the current assets of the Company and its Subsidiaries minus the current liabilities of the Company and its Subsidiaries. Notwithstanding the foregoing sentence, none of the following shall be included in either current assets or current liabilities of the Company and its Subsidiaries for the purposes of calculating Closing Net Working Capital: (i) any Cash, (ii) any amount classified on the Financial Statements as “Evaluation Receivable,” (iii) any Indebtedness, (iv) any Shareholder Obligations, (v) the Exchanged Options Exercise Price, (vi) any unpaid Transaction Expenses, (vii) any non-refundable amounts included in prepaid insurance, (viii) all Tax assets and liabilities and (ix) any unpaid amounts owed to the Company Auditor for fees and expenses for the preparation
Closing Common Merger Consideration means an amount (not less than zero) equal to (a) the Gross Enterprise Value, plus (b) the Closing Adjustment Amount (which amount will be subtracted if a negative number), minus (c) the Escrow Amount, minus (d) the Supplemental Escrow Amount, minus (e) the Xxxxxxx Escrow Amount, minus (f) the Mexico Lawsuit Escrow Amount, minus (g) the Paid Company Transaction Costs, minus (h) the Employee Retention Payments paid on the Closing Date pursuant to Section 2.10(a)(v), minus (i) the aggregate amount of all Series A Liquidation Preferences and Series B Liquidation Preferences for all Outstanding Series A Preferred Shares and Outstanding Series B Preferred Shares, minus (j) the Representative Holdback.
Closing Common Merger Consideration means the Purchase Price minus (a) the portion of Closing Preferred Merger Consideration referred to in clause (i) of that definition paid to each series of Company Preferred Stock plus (b) the aggregate exercise prices of all Options (other than Out-of-Money Options) and the aggregate strike price of all Outstanding Warrants (other than Out-of-Money Warrants), minus (c) all amounts Parent is required to deliver to third parties at the Closing pursuant to S ection 2.03(b)(iii) through S ection 2.03(b)(vi) (provided that, with respect to S ection 2.03(b)(v) and S ection 2.03(b) (vi), the Effective Time Holders shall be liable for 50% of the related R&W Insurance Costs and Escrow Costs), minus (d) the Assumed Obligations Cost, minus (e) One Million Dollars ($1,000,000).
Closing Common Merger Consideration means the Estimated Closing Merger Consideration paid to the Payments Administrator for delivery to the holders of Common Shares as set forth on the Distribution Schedule (if any and as applicable).
Closing Common Merger Consideration means, with respect to each share of Company Common Stock, an amount equal the Common Merger Consideration multiplied by the Closing Percentage.