Closing Merger Consideration means (i) $510,000,000 (the “Base Consideration”), minus (ii) the amount of the Estimated Indebtedness, plus (iii) the amount, if any, by which the Estimated Net Working Capital Amount exceeds the Target Net Working Capital Amount, minus (iv) the amount, if any, by which the Target Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, plus (v) the amount of Estimated Cash, minus (vi) the Escrow Amount, minus (vii) the amount of the Estimated Transaction Expenses, plus (viii) the aggregate exercise price of the Options that are outstanding immediately prior to the Effective Time.

Closing Merger Consideration means (i) the Base Closing Consideration, plus (ii) the Estimated Closing Cash, minus (iii) the sum of (A) the Estimated Unpaid Transaction Expenses and (B) the aggregate amount of Estimated Closing Indebtedness, minus (iv) the Escrow Amount, minus (v) the Representative Fund Amount, and either (vi) (A) plus the amount by which the Estimated Working Capital exceeds the Working Capital Target or (B) minus the amount by which the Working Capital Target exceeds the Estimated Working Capital; provided that Closing Merger Consideration shall only take into account any differences between Estimated Working Capital and the Working Capital Target to the extent (x) Estimated Working Capital exceeds the Working Capital Target by more than $100,000 or (y) the Working Capital Target exceeds Estimated Working Capital by more than $100,000, minus (vii) the Estimated Client Consent Adjustment Amount.

## Examples of *Closing Merger Consideration* in a sentence

The applicable portion of the **Closing Merger Consideration** paid or payable following the delivery to the Paying Agent of the Requisite Documentation by any Seller in accordance with this Agreement shall be paid or payable in full satisfaction of all rights pertaining to the Company Securities of such holder, and there shall be no further registration of transfers on the records of the Surviving Corporation of Company Securities that were issued and outstanding immediately prior to the Effective Time.

## More Definitions of *Closing Merger Consideration*

Closing Merger Consideration means the Merger Consideration less the Adjustment Escrow Deposit;

Closing Merger Consideration means (i) the Enterprise Value, plus (ii) the Estimated Cash, plus (iii) the Estimated Net Working Capital Overage, if any, plus (iv) the Aggregate In-the-Money Option Exercise Price, minus (v) the Estimated Indebtedness, minus (vi) the Estimated Net Working Capital Underage, if any, minus (vii) the Adjustment Escrow Amount, minus (viii) the Indemnity Escrow Amount, minus (ix) the Estimated Transaction Expenses, minus (x) the Equityholder Representative Fund Amount.

Closing Merger Consideration means an amount equal to the sum of (a) the Enterprise Value, plus (b) the Estimated Cash, minus (c) the Estimated Transaction Expenses, minus (d) the Estimated Indebtedness, plus (e) the amount, if any, by which the Estimated Net Working Capital exceeds the Net Working Capital Target Top Collar Amount, minus (f) the amount, if any, by which the Estimated Net Working Capital is less than the Net Working Capital Target Bottom Collar Amount, minus (g) the Indemnity Holdback Amount, and minus (h) the Representative Expense Amount.

Closing Merger Consideration means (a) the sum of (i) Two Hundred and Eight Million Dollars ($208,000,000), (ii) Three Million Dollars ($3,000,000), which represents the value of the preferred stock of TEI Med owned by TEI Bio, (iii) Estimated Closing Cash, (iv) any Estimated Working Capital Excess and (v) the aggregate exercise prices of all In-Money Options, minus (b) the sum of (i) the Escrow Amount, (ii) the Additional Escrow Amount, (iii) the SH Rep Expense Amount, (iv) the Transaction Expenses, (v) the D&O Tail Policy Cost, (vi) any Estimated Working Capital Deficit, and (vii) the Employer Portion of Employment Taxes.

Closing Merger Consideration means the (i) the Enterprise Value, plus (ii) the Closing Cash, plus (iii) the aggregate exercise price of the Options and Warrants that are not exercised prior to the Effective Time to the extent that such amount is not included in the definition of Closing Cash, minus (iv) the Closing Company Indebtedness, and minus (v) the Transaction Costs.

Closing Merger Consideration means (i) $45,000,000, minus (ii) the Repaid Indebtedness, minus (iii) the excess of the Transaction Expenses over $2,000,000, minus (iv) the amount of the Securityholders’ Rep Expense Fund.

Closing Merger Consideration means (i) the Enterprise Value, plus (ii) the Aggregate Exercise Price, plus or minus (iii) the amount of the Estimated Cash less the Estimated Indebtedness for borrowed money (with a positive amount being added to the Enterprise Value and a negative amount being deducted from the Enterprise Value), minus (iv) the amount by which the Estimated Net Working Capital falls short of the Target Net Working Capital, minus (v) the Estimated Transaction Expenses, minus (vi) the Indemnity Escrow Amount, minus (vii) the Adjustment Escrow Amount, minus (viii) the Expense Fund. For the avoidance of doubt, in the event the Estimated Net Working Capital exceeds the Target Net Working Capital, there shall be no positive adjustment to the Closing Merger Consideration.