Examples of Closing Date Cash Merger Consideration in a sentence

Until a Company Stockholder has delivered its Letter of Transmittal to Parent, its shares of Company Common Stock (other than Dissenting Shares) or Company SAFEs, as applicable, shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive its allocable portion of the Closing Date Stock Merger Consideration or the Closing Date Cash Merger Consideration at the Closing pursuant to S ection 2.04(b)(iii) or (iv), as applicable.
Details of the following messages will be provided in a future version of this document.
At the Closing, Parent shall cause to be deposited with JPMorgan Chase Bank, N.A. (the “Pay ing Agent”), for the benefit of the Company Stockholders, holders of Convertible Notes and holders of Company Warrants, cash in anamount sufficient to make payment of the aggregate Closing Date Cash Merger Consideration for such Persons as set forthon the Spreadsheet.
The Parent has as of the date of this Agreement, and will have as of the Closing, sufficient cash on hand with which to pay the Closing Date Cash Merger Consideration and consummate the Transactions.
In December 2021, Xxxxx executed an additional Subscription Agreement with Korea Zinc Co., Ltd.
Failure to complete the game with the results in the forfeiture of the game (except in case of injury or ejection from the game with no eligible players left to enter, the rules permit play with eight men).
Notwithstanding anything in this Agreement to the contrary, any adjustments to Closing Date Cash Merger Consideration (including in connection with Section 3.7) that are Blocker Adjustments shall be allocated solely to the respective Blocker Securityholder of the applicable Blocker, such allocation to be reflected on the Allocation Schedule.

More Definitions of Closing Date Cash Merger Consideration

Closing Date Cash Merger Consideration means an amount equal to (i) $132,500,000, minus (ii) an amount equal to the Estimated Closing Indebtedness, minus (iii) an amount equal to the Estimated Transaction Expenses, minus (iv) the Closing Adjustment Escrow Amount, minus (v) the Indemnification Escrow Amount, minus (vi) an amount equal to the Estimated Working Capital Deficit (if any), minus (vii) an amount equal to fifty percent (50%) of the Premium Balance for the R&W Policy, plus (viii) an amount equal to fifty percent (50%) of the premium for the D&O Policy, plus (ix) an amount equal to the Estimated Working Capital Excess (if any), plus (x) an amount equal to the Estimated Closing Cash.

Related to Closing Date Cash Merger Consideration

Cash Merger Consideration has the meaning set forth in Section 2.5.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Closing Merger Consideration has the meaning set forth in Section 2.02
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(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).
Closing Cash Payment has the meaning set forth in Section 2.06(a).
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).
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Closing Date Cash has the meaning specified in Section 3.4(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Cash Consideration has the meaning set forth in Section 2.2.
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Non-Cash Consideration means consideration in a form other than cash.
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.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Initial Consideration shall have the meaning set forth in Section 5.01.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.
Earn-Out Consideration is defined in Section 2.5(c).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

Closing Date Cash Merger Consideration definition

Filter & Search

Related Definitions

Related to Closing Date Cash Merger Consideration