Deferred Merger Consideration definition

Deferred Merger Consideration means any additional consideration payable with respect to the Shares and Vested Options pursuant to Section 3.05 (Working Capital Adjustment) or pursuant to the Escrow Agreement.

Deferred Merger Consideration means the portion of the Merger Consideration determined in accordance with Schedule 2.3(b)(iii).

Deferred Merger Consideration means 257,431 Parent Shares. The parties acknowledge and agree that this number of Parent Shares is being used solely for purposes of the formulas in this Agreement, and that the actual number of Parent Shares to be issued to the Deferred Merger Consideration Employees pursuant to Section 2.6(a)(iv) will be a lower number determined in accordance with the applicable formulas. “Deferred Merger Consideration Agreement” or “Deferred Merger Consideration Agreements” has the meaning assigned to it in the Recitals.

Examples of Deferred Merger Consideration in a sentence

• Any portion of the Deferred Merger Consideration Fund (including the proceeds of any investments thereof and any shares of Parent Common Stock) that remains unclaimed by the former stockholders of the Company two years after the Effective Time shall be delivered to the Surviving Corporation.

• The parties hereto agree that should Parent not make the full payment of any Deferred Merger Consideration within five (5) Business Days the date such Deferred Merger Consideration becomes payable, any amount payable shall accrue interest from the date such Deferred Merger Consideration becomes payable to the date such Deferred Merger Consideration has been paid at an interest rate equal to three percent (3%).

• The beneficial holders of the Parent Common Stock shall be entitled to direct the manner in which the Escrow Agent shall vote the shares of Parent Company Common Stock held in the Deferred Merger Consideration Fund.

• For the avoidance of doubt, payment of the Deferred Merger Consideration when due is an unconditional joint obligation of Parent and the Company and the Deferred Merger Consideration is not subject to set-off or reduction in any manner whatsoever.

• On or prior to the Closing Date, the Company, Parent, Merger Sub, and a designated representative of the holders of the Company Common Stock shall execute and deliver the Escrow Agreement, which Escrow Agreement shall provide for Parent's right to seek payment for a breach of any representation, warranty, covenant, or agreement contained in this Agreement or any document contemplated hereby from the Deferred Merger Consideration Fund.

More Definitions of Deferred Merger Consideration

Deferred Merger Consideration has the meaning set forth in Section 2.7.

Deferred Merger Consideration means the shares of Parent Common Stock issuable by Parent pursuant to this Section 2.11.

Deferred Merger Consideration is defined in Section 2.2.

Deferred Merger Consideration shall have the meaning specified in Section 2.9 of the Agreement.

Deferred Merger Consideration means either:

Deferred Merger Consideration means the Parent Shares to be issued to the Specified Equityholders in accordance with Section 2.6(a)(iv) of the Merger Agreement, which shall be held in a restricted account of the transfer agent of Parent for the benefit of the Specified Equityholders at the Closing of the First Merger, subject to the possibility of forfeiture, as contemplated by the Merger Agreement, this Agreement and the similar Deferred Merger Consideration Agreements entered into by the other Specified Equityholders. The amount of Parent Shares constituting the Deferred Merger Consideration shall be adjusted as appropriate to reflect any stock splits, stock dividends, reverse stock splits, combinations, reorganizations, reclassifications or similar events affecting Parent Shares at any time following the date hereof.

Deferred Merger Consideration has the meaning set forth in Section 3.1(e).