Final Merger Consideration definition

Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Final Merger Consideration means the result equal to (i) the Base Merger Consideration, plus (ii) Closing Cash, minus (iii) Closing Indebtedness, minus (iv) the Transaction Expenses, plus (v) the amount (if any) by which Closing Net Working Capital exceeds Target Net Working Capital, minus (vi) the amount (if any) by which Target Net Working Capital exceeds the Closing Net Working Capital, in each case, as finally determined pursuant to Section 1.07(b) or Section 1.07(c).
Final Merger Consideration has the meaning set forth in Section 2.4(a).

Examples of Final Merger Consideration in a sentence

If a Notice of Dispute is not properly given within such time, the Final Outstanding Common Stock Number, the Final Per Share Cash Amount, the Final Per Share Common Stock Amount and the Final Merger Consideration as set forth in the Statement of Final Per Share Amounts shall be final, conclusive and binding for purposes of this Agreement.

Because it is impossible to quantify the exact degree of the sale process mispricing, this decision does not give weight to the Final Merger Consideration.

It has similar evidentiary implications for the Final Merger Consideration.

The question then becomes whether the increase was sufficient to establish the Final Merger Consideration as fair value.

If the Final Merger Consideration is less than the Closing Merger Consideration, the Representative shall promptly (but in any event within […***…] Business Days after the final determination of the Final Merger Consideration) pay on behalf of the Sellers (on a pro rata basis according to each Seller’s Residual Percentage) to the Purchasers the absolute value of such difference by wire transfer of immediately available funds to one or more accounts designated in writing by the Purchasers.


More Definitions of Final Merger Consideration

Final Merger Consideration shall have the meaning set forth in Section 1.14(a).
Final Merger Consideration means the Closing Merger Consideration as recalculated based on the Closing Working Capital, Unpaid Transaction Expenses, Closing Cash, Closing Indebtedness and Client Consent Adjustment Amount (calculated after taking into account any Consents received on or prior to the date that is ninety (90) days following the Closing Date) set forth in the Final Calculation, in place of the Estimated Working Capital, Estimated Unpaid Transaction Expenses, Estimated Closing Cash, Estimated Closing Indebtedness and Estimated Client Consent Adjustment Amount, respectively; provided that Final Merger Consideration shall only take into account any differences between Final Working Capital and the Working Capital Target to the extent (i) Final Working Capital exceeds the Working Capital Target by more than $100,000 or (ii) the Working Capital Target exceeds Final Working Capital by more than $100,000.
Final Merger Consideration means (i) the Base Consideration, minus (ii) the amount of Closing Date Indebtedness as finally determined pursuant to Article II, plus (iii) the amount, if any, by which the Net Working Capital as finally determined pursuant to Article II exceeds the Target Net Working Capital Amount, minus (iv) the amount, if any, by which the Target Net Working Capital Amount exceeds the Net ***Confidential Treatment Requested Working Capital as finally determined pursuant to Article II, plus (v) the amount of Closing Date Cash as finally determined pursuant to Article II, minus (vi) the Escrow Amount, minus (vii) the amount of Transaction Expenses as finally determined pursuant to Article II, plus (viii) the aggregate exercise price of the Options that are outstanding immediately prior to the Effective Time.
Final Merger Consideration shall be calculated by recalculating the Estimated Merger Consideration using the Final Working Capital Amount in lieu of the Estimated Working Capital Amount, using the Final Funded Indebtedness in lieu of Estimated Funded Indebtedness, using Final Cash in lieu of Estimated Cash and using the Final Company Transaction Expenses in lieu of Estimated Company Transaction Expenses and otherwise using the components of Estimated Merger Consideration as set forth in the definition of Estimated Merger Consideration.
Final Merger Consideration means (i) the Base Consideration, minus (ii) the amount of Indebtedness as finally determined pursuant to Section 1.04, plus (iii) the Final NWC Adjustment Amount (only if the Net Working Capital as finally determined pursuant to Section 1.04 exceeds the Target Net Working Capital Amount), minus (iv) the Final NWC Adjustment Amount (only if the Target Net Working Capital Amount exceeds Net Working Capital as finally determined pursuant to Section 1.04), minus (v) the Escrow Amount, plus (vi) the amount of Cash as finally determined pursuant to Section 1.04, minus (vii) the amount of the Transaction Expenses as finally determined pursuant to Section 1.04, minus (viii) the Representative Holdback Amount.
Final Merger Consideration means the consideration determined in accordance with Exhibit E.
Final Merger Consideration means the aggregate amount equal to (i) the Closing Date Merger Consideration plus (ii) the Adjustment Amount payable in accordance with Section 3.6.