Common Stock Closing Cash Merger Consideration definition

Common Stock Closing Cash Merger Consideration means an amount equal to: (i) One Hundred Twenty-Five Million Dollars ($125,000,000); plus (ii) the Estimated Working Capital Adjustment (which number shall be subtracted if it is a negative number); less (iii) the Series A Preferred Stock Merger Consideration; less (iv) the aggregate amount of all Indebtedness of the Company to be paid by Parent pursuant to Section 2.5; less (v) all Company Expenses and the Management Payment Amounts to be paid by Parent pursuant to Section 2.6; less (vi) the Escrow Amount; less (vii) the Holdback Amount.

Examples of Common Stock Closing Cash Merger Consideration in a sentence

  • If Parent timely delivers a written notice of disagreement to the Company, Parent and the Company shall use their good faith efforts to resolve any disputes with respect to the Company’s Estimated Working Capital prior to the Closing Date, and the amount of Common Stock Closing Cash Merger Consideration to be paid at the Effective Time shall be based on the Estimated Working Capital (as defined below) as mutually agreed to in writing by Parent and the Company.

  • If Parent does not timely deliver a notice of disagreement to the Company, the amount of the Common Stock Closing Cash Merger Consideration to be paid at the Effective Time shall be based on the Company’s Estimated Working Capital as delivered to Parent.

Related to Common Stock Closing Cash Merger Consideration