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 (A) the Base Merger Consideration, minus (B) the Indebtedness Payoff Amount, minus (C) the unpaid Transaction Expenses, plus (D) the Closing Net Working Capital Surplus, if applicable, minus (E) the Closing Net Working Capital Shortfall, if applicable, plus (F) Cash.
Final Merger Consideration shall have the meaning set forth in Section 1.5(c) hereof.
Examples of Final Merger Consideration in a sentence
Any Final Merger Consideration remaining undistributed to Company Shareholders immediately prior to such time as such Final Merger Consideration would otherwise escheat to or become the property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation free and clear of all claims or interest of any Person previously entitled thereto.
For the avoidance of doubt, any amounts included in the Pre-Closing Distribution shall be excluded from the calculations of Estimated Merger Consideration and Final Merger Consideration.
All payments (if any) made to an Indemnified Party pursuant to any indemnification, compensation or reimbursement obligations under this ARTICLE VIII or pursuant to ARTICLE IX will be treated as adjustments to the Final Merger Consideration for Tax purposes and such agreed treatment will govern for purposes of this Agreement, unless otherwise required by applicable Law.
More Definitions of Final Merger Consideration
Final Merger Consideration has the meaning set forth in Section 3.8(d).
Final Merger Consideration means an amount equal to (A) the Closing Merger Consideration, minus (B) the Net Working Capital Deficit, if any, plus (C) the Net Working Capital Surplus, if any.
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 means the Closing Merger Consideration calculated using the components thereof as finally determined pursuant to Section 3.2(b) in lieu of the estimates thereof included in the Estimated Closing Statement.
Final Merger Consideration means an amount equal to: (a) the Base Value; plus (b) the Final Company Cash; minus (c) the Final Closing Indebtedness Amount; minus (d) the Final Closing Transaction Costs (in the case of Company Transaction Costs, to the extent not paid by the Company prior to the Closing); plus (e) the Final Trust Account Interest; minus (f) the Adjustment Escrow Amount; minus (g) the Stockholder Representative Expense Holdback Amount.
Final Merger Consideration shall have the meaning set forth in Section 1.9(f)(i).
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.
(i) If the Final Merger Consideration is less than the Estimated Merger Consideration paid at the Closing (such amount, the “Deficiency Amount”), Parent shall be paid by wire transfer of same day funds promptly (but in any event within five (5) Business Days after the Final Working Capital Amount, Final Funded Indebtedness, Final Cash and Final Company Transaction Expenses have been agreed upon (through deemed agreement or otherwise) or finally determined by the Independent Arbitrator, in either case in accordance with Section 3.6(a)), such Deficiency Amount from the Escrow Account; provided, however, in no event shall any Equity Holder have personal liability for payment of such amount or any portion thereof, and Parent’s sole recourse with respect thereto shall be the Escrow Funds held by the Escrow Agent.
(ii) If any Escrow Funds remain in the Escrow Account after (A) the payment of the Deficiency Amount (or upon a final determination in accordance with Section 3.6(a) that there is no Deficiency Amount) and (B) subject to Section 3.6(f)(i), deducting the aggregate amount of all Securityholder Representative Costs and Expenses (such remaining amount, the “Remaining Amount”), then Parent and the Securityholder Representative shall instruct the Escrow Agent to pay the Remaining Amount in accordance with Section 3.6(f). For the avoidance of doubt, in no event shall the amount of any Securityholder Representative Costs and Expenses be deducted from the Escrow Funds or paid to the Securityholder Representative unless and until all amounts due to Parent in accordance with Section 3.6(e)(i) have been paid in full.
(iii) If the Final Merger Consideration is greater than the Estimated Merger Consideration paid at the Closing (such amount, the “Excess Amount”), Parent shall promptly (but in any event within five (5) Business Days after the Final Working Capital Amount, Final Funded Indebtedness, Final Cash and Final Company Transaction Expenses have been agre...