Estimated Closing Merger Consideration definition

Estimated Closing Merger Consideration has the meaning set forth in Section 2.8.1.

Estimated Closing Merger Consideration means an amount equal to:

Estimated Closing Merger Consideration has the meaning set forth in Section 3.4(a). “Events” has the meaning set forth in definition of Material Adverse Effect.

Examples of Estimated Closing Merger Consideration in a sentence

• If the Sellers’ Representative fails to deliver the Draft Working Capital Statement within such thirty (30)-day period, no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18.

• Buyer and the SPAC shall have delivered to the Exchange Agent the Buyer Exchangeable Shares constituting the Estimated Closing Merger Consideration, to be held and delivered by the Exchange Agent to the Company Shareholders in accordance with Section 2.9.

• If the Buyer fails to deliver the Draft Working Capital Statement within the aforementioned ninety (90) day period (or such other period as was mutually agreed to by Sellers’ Representative and Buyer in writing), no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18, unless Sellers’ Representative notifies Buyer to the contrary in writing within five (5) Business Days after the expiration of the aforementioned ninety (90) day period.

• At least three (3) Business Days prior to the Closing Date, Company shall deliver to Parent its good faith estimate of the Closing Merger Consideration (the “ Estimated Closing Merger Consideration”), including reasonable support for its calculation of the Estimated Closing Merger Consideration.

• At the Closing, (A) Parent shall deposit the Closing Cash Consideration with the Paying Agent, and (B) through such mechanics as may be required taking into account the requirements of applicable Law and accounting and tax considerations, Parent shall, or shall cause a third party to, deposit with the Paying Agent, for the benefit of the Accredited Stockholders, evidence of the Parent Share Consideration determined based upon the Estimated Closing Merger Consideration, in electronic or book-entry form.

More Definitions of Estimated Closing Merger Consideration

Estimated Closing Merger Consideration is defined in Section 2.03(a)(i).

Estimated Closing Merger Consideration means (i) the Enterprise Value, plus (ii) the Estimated Cash, plus (iii) the Working Capital Excess, if any, minus (iv) the Estimated Indebtedness, minus (v) the Working Capital Shortfall, if any, minus (vi) the Escrow Amount, minus (vii) the Purchase Price Adjustment Holdback Amount, minus (viii) the Estimated Unpaid Transaction Expenses, minus (ix) the Stockholder Representative Expense Amount.

Estimated Closing Merger Consideration means the estimate of the Closing Merger Consideration set forth on the Estimated Closing Merger Consideration Certificate.

Estimated Closing Merger Consideration means (i) the Estimated Merger Consideration, minus (ii) $32,000,000, minus (iii) the Expense Fund Amount; provided, that if the Estimated Merger Consideration is less than or equal to $32,000,000, the Estimated Closing Merger Consideration shall equal the (A) Estimated Merger Consideration, minus (B) the Expense Fund Amount.

Estimated Closing Merger Consideration means (i) $13,718,058.00, plus (ii) the Estimated Cash, plus (iii) the Working Capital Excess, if any, minus (iv) the Estimated Indebtedness, minus (v) the Working Capital Shortfall, if any, minus (vi) the Escrow Amount, minus (vii) the Purchase Price Adjustment Holdback Amount, minus (viii) the Optionholder Holdback Amount, minus (ix) the Estimated Unpaid Transaction Expenses, minus (x) the Stockholder Representative Expense Amount.

Estimated Closing Merger Consideration means a dollar amount, rounded to the nearest whole cent, equal to (a) [***], minus (b) the sum of (i) the amount of Estimated Company Transaction Expenses that have not been paid as of 12:01 a.m. Pacific Time on the Closing Date, plus (ii) the Estimated Closing Indebtedness, plus (iii) the amounts, if any, paid or payable by the Company to [***] pursuant to Sections 2.3.2 and 6 of the License Agreement, dated June 28, 2013, by and between the Company and [***]that are not accounted for in the Budget (as defined in the Purchase Option Agreement) and are due and payable by the Company prior to the Closing Date.

Estimated Closing Merger Consideration shall have the meaning set forth in Section 4B.