Estimated Cash Merger Consideration definition

Estimated Cash Merger Consideration means (i) $460,000,000, minus (ii) the amount of Estimated Indebtedness, minus (iii) the amount of the Estimated Company Transaction Expenses, plus (iv) the amount of Estimated Cash, plus (v) the Estimated Working Capital, minus (vi) the Working Capital Peg, minus (vii) the Securityholder Representative Expense Amount, minus (viii) the Specified Matters Escrow Amount, minus (ix) the Purchase Price Adjustment Escrow Amount.

Estimated Cash Merger Consideration shall have the meaning set forth in Section 3.4.

Estimated Cash Merger Consideration means the Closing Cash Merger Consideration, provided, that all references to Closing Net Cash/Debt Amount, Closing Net Working Capital and Closing Company Transaction Expenses in the definition of Adjustment Amount (and in the definitions of Closing Net Working Capital Excess and Closing Net Working Capital Shortfall, as applicable) shall be replaced by Estimated Net Cash/Debt Amount, Estimated Net Working Capital and Estimated Company Transaction Expenses, respectively.

Examples of Estimated Cash Merger Consideration in a sentence

• The amount of Estimated Cash Merger Consideration and Post-Closing Merger Consideration, if any, that each Company Stockholder is entitled to receive for the shares of Company Stock held by such stockholder shall be rounded to the nearest cent (with $0.005 being rounded upward).

• Prior to the Effective Time, Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the “ Exchange Agent”) in the Merger for the purposes of distributing the Estimated Cash Merger Consideration to the Company Members pursuant to Section 1.7(a) (i), and exchanging Company Interests for the Restricted Shares that the Company Members are entitled to receive pursuant to Section 1.7(a)(ii).

• Buyer shall be entitled to review, comment on and request reasonable changes to the amount and calculation of the Estimated Cash Merger Consideration, and the Company shall consult and confer with Buyer and consider in good faith any comments made by Buyer with respect to the amount and calculation of the Estimated Cash Merger Consideration prior to the Closing Date.

• For the avoidance of doubt, any breach of this Agreement by Buyer for failing to pay the Estimated Cash Merger Consideration or deliver the Stock Merger Consideration upon the terms and subject to the conditions set forth herein will be deemed an intentional breach by Buyer.

• In the event that Buyer and the Company cannot mutually determine the amount of the Estimated Cash Merger Consideration within two Business Days after Buyer’s receipt of the Company’s amount and calculation of the Estimated Cash Merger Consideration, the Parties agree that the Company’s then‑proposed amount and calculation of the Estimated Cash Merger Consideration will be the Estimated Cash Merger Consideration at Closing for all purposes hereunder.

• On or before the third Business Day before the Closing Date, the Company shall deliver to Buyer a schedule setting forth the portion of the Estimated Cash Merger Consideration and the number of shares of Buyer Common Stock payable or deliverable, as applicable, to each Shareholder and the Optionee, and the payment to be made to each PSR Holder pursuant to Section 1.14, together with wire transfer instructions for each such Person.

• The parties have agreed upon an illustrative calculation of the Estimated Cash Merger Consideration and related estimates of the per share amounts payable to the Effective Time Holders in connection with the Merger in each case determined based on the assumptions set forth in the Payout Spreadsheet Trial Run, which illustrative calculations are set forth in the Payout Spreadsheet Trial Run.

More Definitions of Estimated Cash Merger Consideration

Estimated Cash Merger Consideration has the meaning set forth in Section 1.8(b).

Estimated Cash Merger Consideration is defined in Section 2.2.

Estimated Cash Merger Consideration means the Estimated Merger Consideration to be paid in cash pursuant to Section 1.10(a)(iii).

Estimated Cash Merger Consideration means the Cash Merger Consideration component of the Estimated Merger Consideration.