Closing Merger Consideration definition

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

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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

• The Representative shall remit to Acquiror an amount equal to the Taxes due as reflected on such Straddle Returns, to the extent that such Taxes (i) are apportioned to the portion of the Straddle Period ending on the Closing Date, and (ii) are not specifically reflected in the calculation of Taxes Payable, as reflected in the Final Closing Merger Consideration, at least five (5) days prior to the due date (including extensions) for filing such Straddle Returns.

• The Stockholder further acknowledges and accepts that none of Acquiror, Merger Sub or the Surviving Corporation shall have any liability or obligation with respect to any disputes between or among the Stockholders or other Equityholders of the Company with respect to any allocation of the Final Closing Merger Consideration or other payments under the Merger Agreement.

• Any indemnity payment under this Agreement (including this Section 9.01(j)) shall be treated by Acquiror and the Equityholders as an adjustment to the Closing Merger Consideration for Tax purposes, unless otherwise required by applicable Law.

• The Representative shall remit to Acquiror, no later than five (5) days prior to the due date (including extensions) for filing such Tax Returns, the amount of any Taxes due as reflected on such Tax Returns to the extent such Taxes are not specifically reflected in Taxes Payable as reflected in the Final Closing Merger Consideration.

• The Closing Statement and the Final Closing Merger Consideration shall be revised as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.09(b) and, as so revised, such Closing Statement and Final Closing Merger Consideration shall be deemed to set forth the final Closing Statement and Final Closing Merger Consideration for all purposes hereunder.

More Definitions of Closing Merger Consideration

Closing Merger Consideration means the sum of:

Closing Merger Consideration means (a) forty-five million dollars ($45,000,000), plus (b) the amount of Estimated Closing Cash, plus or minus (c) the amount by which the Estimated Net Working Capital exceeds or is less than, respectively, the Target Net Working Capital, minus (d) the amount of Estimated Closing Indebtedness, minus (e) the amount of Estimated Transaction Expenses, minus (f) the amount of the Expense Funds, plus (g) the Aggregate Option Exercise Value.

Closing Merger Consideration means (i) the Merger Consideration plus (ii) Estimated Cash; minus (iii) Estimated Closing Indebtedness; minus

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 Merger Consideration less the Adjustment Escrow Deposit;

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.