Estimated Merger Consideration definition

Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

Estimated Merger Consideration is defined in Section 2.5(b).

Estimated Merger Consideration has the meaning set forth in Section 3.3.

Examples of Estimated Merger Consideration in a sentence

• However, as illustrated above, Estimated Merger Consideration, Merger Consideration and Per Share Merger Consideration are lowest for the “low” estimate and highest for the “high” estimate, as would normally be expected.

• The “Final Adjustment Amount” shall be the difference, if any, between the Conclusive Merger Consideration and the Estimated Merger Consideration.

• The Parties agree that the procedures related to the adjustment of the Estimated Merger Consideration contemplated by Section 2.8, this Section 2.9 and Section 2.10 shall be conducted in accordance with the Accounting Principles and shall not permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies.

• The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”).

• Prior to the Closing, Live Oak will be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Merger Consideration set forth therein.

More Definitions of Estimated Merger Consideration

Estimated Merger Consideration means the result equal to (i) the Base Merger Consideration, minus (ii) the Aggregate Preferred Stock Merger Consideration, plus (iii) Estimated Closing Cash, minus (iv) Estimated Closing Indebtedness, minus (v) Estimated Transaction Expenses, plus (vi) the Estimated Net Working Capital Adjustment Amount, plus (vii) the Closing NuPark Acquisition Costs, plus (viii) the Aggregate Option Exercise Price.

Estimated Merger Consideration means the result equal to (i) the Base Merger Consideration, plus (ii) Estimated Closing Cash, minus (iii) Estimated Closing Indebtedness, minus (iv) Estimated Transaction Expenses, plus (v) the amount (if any) by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, minus (vi) the amount (if any) by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital.

Estimated Merger Consideration means an amount equal to (i) the Base Merger Consideration, minus (ii) the Estimated Closing Adjustment, minus (iii) the Company Securityholder Representative Expense Amount, minus (iv) the NCP Contingent Payment Escrow Amount, if any, minus (v) the Additional Escrow Amount.

Estimated Merger Consideration means an amount equal to the Merger Consideration calculated as set forth in Section 1.13(a), assuming for purposes of such calculation that the Closing Date Cash is equal to the Estimated Closing Date Cash, the Closing Date Indebtedness is equal to the Estimated Closing Date Indebtedness Amount, the Closing Working Capital is equal to the Estimated Closing Working Capital, and the unpaid Transaction Expenses are equal to the Estimated Closing Date Transaction Expenses.

Estimated Merger Consideration means an amount equal to (A) the Applicable Base Merger Consideration, minus (B) the Estimated Company Transaction Fees and Expenses, plus (C) the amount (if any) by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (D) the amount (if any) by which the Estimated Net Working Capital is less than the Target Net Working Capital.

Estimated Merger Consideration has the meaning ascribed to it in Section 2.2(a).

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