Final Adjusted Merger Consideration definition

Final Adjusted Merger Consideration means (i) the Final Merger Consideration minus (ii) the amount, if any, reserved in the Representative Holdback Amount pursuant to Section 10.19(b) as determined in good faith by the Representative at the time of determination of the Final Adjusted Merger Consideration.
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Final Adjusted Merger Consideration means the Estimated Adjusted Merger Consideration, plus the amount by which Actual Closing Net Working Capital is greater than Estimated Closing Net Working Capital.
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Final Adjusted Merger Consideration means (i) the Final Merger Consideration minus (ii) the amount, if any, reserved in the Representative Holdback Amount pursuant to Section 11.18(b) as determined in good faith by the Representative at the time of determination of the Final Adjusted Merger Consideration.
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Examples of Final Adjusted Merger Consideration in a sentence

  • Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, in no event shall the aggregate consideration paid or payable in respect of all equity securities of the Company exceed the Final Adjusted Merger Consideration as finally determined pursuant to Section 2.11.

  • DISPOSITION* 1.4.1 NONCONFORMANCE CHARACTERISTICSNonconforming characteristics are reviewed and recommended dispositions of nonconforming items are proposed and approved in accordance with documented procedures.

  • Notwithstanding anything to the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount.

  • In this case the “exceptional circumstances” requirement was met in compliance with the applicable rules because: there is ample evidence of the Applicant’s participation in the alleged actions; and the Applicant’s alleged actions are extremely serious and could, if established, lead to his separation or dismissal.

  • The Indemnifying Parties, the Representative and Parent agree to treat (and cause their affiliates to treat) any payments received pursuant to Section 8.2 as adjustments to the Final Adjusted Merger Consideration for all Tax purposes, to the maximum extent permitted by Legal Requirements.

  • Parent and the Company each acknowledge that such Damages, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the Final Adjusted Merger Consideration that Parent would have paid in connection with the Merger.

  • See Exhibit B, which is attached hereto and incorporated by reference.

  • The Department received one written comment which wassubmitted by Sarofim Realty Advisors (the Applicant).


More Definitions of Final Adjusted Merger Consideration

Final Adjusted Merger Consideration means:
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Final Adjusted Merger Consideration means (i) the Adjusted Merger Consideration plus (ii) any Additional Merger Consideration.
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Final Adjusted Merger Consideration means Estimated Adjusted Merger Consideration, minus the amount by which Actual Closing Net Working Capital is less than Estimated Closing Net Working Capital.
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Final Adjusted Merger Consideration has the meaning set forth in Section 2.11(e).
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Related to Final Adjusted Merger Consideration

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Non-Cash Consideration means consideration in a form other than cash.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.