Examples of Estimated Aggregate Merger Consideration in a sentence
To the extent that the Merger Consideration exceeds the Estimated Aggregate Merger Consideration, unless otherwise agreed upon in writing by BellSouth and SBC, Cingular Manager shall cause AWE, as promptly as practicable after such calculation, to deliver the amount of such difference to the Paying Agent in cash by wire transfer to the Paying Agent JX Xxxxxx Account.
Each of the Surviving Corporation, Parent and the Exchange Agent shall be entitled to deduct and withhold from the Estimated Aggregate Merger Consideration and any other amounts payable under this Article III or otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, the rules and regulations promulgated thereunder or under any applicable Law.
The calculation of the Estimated Aggregate Merger Consideration (and the components thereof) shall be prepared in accordance with the Agreed Accounting Principles.
The “Class B Ordinary Share Escrow Amount” shall be an amount for each GAFLL Class B Ordinary Share (other than Rollover Equity) calculated by the Company and set forth in the Estimated Merger Consideration Schedule equal to the product of (i) the Escrow Amount and (ii) the quotient of the Estimated GAFLL Class B Merger Consideration for such GAFLL Class B Ordinary Share divided by the Estimated Aggregate Merger Consideration.
The Estimated Aggregate Merger Consideration shall be calculated consistent with (x) definitions herein and the methodologies, practices and principles used in the preparation of the illustrative calculation set forth on Exhibit J, (y) the methodologies, practices and principles used in the preparation of the Company’s financial statements for the year ended December 31, 2019, and (z) GAAP (clauses, (x) through (z), the “Methodology”).
The aggregate consideration payable to all Record Holders in respect of the Merger (the "AGGREGATE MERGER CONSIDERATION") will be an amount equal to (a) the Estimated Aggregate Merger Consideration, adjusted by (b) the Adjustment Amount, all as determined as provided by this Article 2.
The Estimated Aggregate Merger Consideration shall be subject to adjustment as set forth in Section 2.9. The Estimated Aggregate Merger Consideration shall be paid in both cash (subject to adjustment as provided herein) and the Total Parent Shares in accordance with the provisions of Section 2.1, Section 2.2, Section 2.4 and Section 2.5(a).
At the Closing, Parent shall enter into an exchange agent agreement (the “Exchange Agent Agreement”) pursuant to which Parent shall appoint The Bank of New York (the “Exchange Agent”) to act as exchange agent hereunder for the purpose of distributing the Estimated Aggregate Merger Consideration and any other amounts payable under this Agreement.
Parent will be entitled to conclusively rely, without inquiry, investigation or liability, on the Estimated Merger Consideration Schedule as the allocation of the portion of the Estimated Aggregate Merger Consideration payable to each Company Stakeholder for all purposes hereunder and in no event will Parent have any liability to any Company Stakeholder or other Person on account of payments made in accordance with the Estimated Merger Consideration Schedule or the Final Merger Consideration Schedule.
The “L&A Incentive Interest Escrow Amount” shall be an amount for each L&A Incentive Interest (other than Rollover Equity) calculated by the Company and set forth in the Estimated Merger Consideration Schedule equal to the product of (i) the Escrow Amount and (ii) the quotient of the Estimated L&A Incentive Interest Merger Consideration for such L&A Incentive Interest divided by the Estimated Aggregate Merger Consideration.