Closing Date Merger Consideration definition

Closing Date Merger Consideration has the meaning set forth in Section 3.1.

Closing Date Merger Consideration means $14,000,000, less the amount of Closing Company Indebtedness, Closing Company Transaction Expenses and the Stockholders’ Representative Fund, plus the amount of Closing Company Cash, in each case, as reflected on the Closing Statement.

Closing Date Merger Consideration means the Merger Consideration, less the Escrow Amount.

Examples of Closing Date Merger Consideration in a sentence

• Notwithstanding anything to the contrary contained herein, if the Specified Tax Liability Condition has been satisfied in full on or prior to the Closing Date, (i) the Tax Escrow Amount shall not be withheld from the Closing Date Merger Consideration and instead shall be paid to the Equityholders in accordance with this Agreement and (ii) the parties hereto shall promptly amend the form of Escrow Agreement attached hereto to reflect the deletion of the Tax Escrow Account.

• Simultaneously with the Closing, the Purchase Price Adjustment Escrow Amount shall be withheld from the Closing Date Merger Consideration otherwise payable in respect of the Common Shares, Warrants and Stock Appreciation Rights and deposited by Parent into a separate account (the "Purchase Price Adjustment Escrow Account") with the Escrow Agent, pursuant to the Escrow Agreement.

• Simultaneously with the Closing, if the Specified Tax Liability Condition has not been satisfied, the Tax Escrow Amount shall be withheld from the Closing Date Merger Consideration otherwise payable in respect of the Common Shares, Warrants and StockAppreciation Rights and deposited by Parent into a separate account (the " Tax Escrow Account") with the Escrow Agent, pursuant to the Escrow Agreement.

• For the avoidance of doubt, unless the Representative otherwise agrees in writing, Parent may not amend, adjust, supplement or modify the Closing Statement or the amount of Closing Date Merger Consideration following its delivery to the Representative.

• All Company Fees and Expenses that remain unpaid immediately prior to the Effective Time and which have been deducted from Closing Date Merger Consideration shall be paid by Parent or the Surviving Company to such Persons, in such amounts, on such dates, and, as applicable, to such bank accounts as specified in the Company Fees and Expenses Payment Schedule.

More Definitions of Closing Date Merger Consideration

Closing Date Merger Consideration means an amount equal to the Merger Consideration minus the Closing Date Escrow Amounts, minus the Secured Promissory Note and minus the Guaranteed Consideration.”

Closing Date Merger Consideration has the meaning set forth in Section 2.9.

Closing Date Merger Consideration means (a) the Gross Merger Consideration, plus (b) the amount of all Company Cash and Cash Equivalents, plus (c) the Tax Benefit Amount, plus(d) the Completed Acquisition Amount, if any, plus (e) the amount, if any, by which Company Working Capital is in excess of the Company Working Capital Target, plus (f) one-half of the fees, costs and expenses of the D&O Tail Policy obtained pursuant to Section 6.6, minus (g) the amount, if any, by which Company Working Capital is less than the Company Working Capital Target, m inus (h) the aggregate amount of all Company Fees and Expenses that remain unpaid immediately prior to the Effective Time, m inus (i) all Indebtedness for Borrowed Money of the Company and the Company Subsidiaries that remains unpaid immediately prior to the Effective Time; provided, h owever, that such amount will be reduced by the aggregate amount of Indebtedness forBorrowed Money paid by the Company or any Company Subsidiary pursuant to Section 2.12(a), m inus (j) Current Income Taxes, m inus (k) the Equityholder Representative Expense Fund Amount, m inus (l) Purchase Price Adjustment Escrow Amount, m inus (m) the Tax Escrow Amount.

Closing Date Merger Consideration means the shares of Parent Stock issuable as the Merger Consideration less the Holdback Shares and less the Stockholder Representative Fund Shares.

Closing Date Merger Consideration means an amount equal to (i) the Base Merger Consideration, plus (ii) Estimated Cash and Cash Equivalents, plus (iii) the Aggregate Option Exercise Amount, plus (iv) the amount, if any, by which Estimated Working Capital exceeds the Target Working Capital, minus (v) the amount, if any, by which Estimated Working Capital is less than the Target Working Capital, minus (vi) Estimated Closing Date Company Indebtedness, minus (vii) Estimated Joint Venture Indebtedness, minus (viii) Estimated Seller Expenses, minus (ix) the CMS Overpayment Liability, plus (x) the Mesa Receivable Amount.

Closing Date Merger Consideration means the Merger Consideration.

Closing Date Merger Consideration means, collectively, the Cash Merger Consideration and the Common Stock Merger Consideration.