Closing Merger Consideration definition

Closing Merger Consideration has the meaning set forth in Section 3.2(a).

Closing Merger Consideration has the meaning set forth in Section 2.02

Closing Merger Consideration means the Closing Cash Consideration plus the Closing Share Consideration.

Examples of Closing Merger Consideration in a sentence

• Upon payment of the Closing Merger Consideration pursuant to the provisions of Section 2.10(c) each Share so transferred shall immediately be cancelled.

• This Agreement is for the sole benefit of the Parties and their permitted assigns and respective successors and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except if the Effective Time occurs: (a) the rights of Company Stockholders to receive the Closing Merger Consideration, and (b) the rights of the Indemnified Parties as set forth in Section 5.08.

• All Closing Merger Consideration paid in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, and from and after the Effective Time, there shall be no further registration of transfers of Shares on the stock transfer books of the Interim Surviving Company or similar records of the Surviving Company.

More Definitions of Closing Merger Consideration

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 (A) $30,000,000 (the “Base Amount”), plus (B) the Aggregate Exercise Price, plus (C) the Estimated Company Closing Cash, plus (D) the Estimated Company Net Working Capital Surplus (if any), minus (E) the Estimated Company Closing Debt, minus (F) the Estimated Company Net Working Capital Shortfall (if any), minus (F) the Estimated Company Merger Expenses.

Closing Merger Consideration means an aggregate amount equal to (i) the Initial Purchase Price, (ii) minus the Expense Holdback Amount, (iii) minus the Adjustment Escrow Amount, (iv) minus the Indemnity Escrow Amount, (v) solely to the extent the matter set forth on Schedule 6.2(a) is not resolved and all claims related thereto satisfied or released prior to the Closing, minus the Special Indemnity Escrow Amount.

Closing Merger Consideration means an amount (not less than zero) equal to (a) the Base Merger Consideration plus (b) the Closing Adjustment Amount (which amount will be subtracted if a negative number) minus (c) the Company Transaction Costs.

Closing Merger Consideration means the Estimated Total Merger Consideration minus (a) the Indemnification Escrow Amount, (b) the Purchase Price Adjustment Escrow Amount, (c) the Shareholder Representative Expense Amount, and (d) the Third Party Debt.

Closing Merger Consideration means the sum of:

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