Final Net Merger Consideration has the meaning specified in Section 3.4(a).

Final Net Merger Consideration means Sixty Million Dollars (US$60,000,000) less (a) the sum of the following amounts: (i) the NORD Corporate Debt, (ii) the Deferred Payments, (iii) Excess Liabilities, (iv) Stockholder Transaction Expenses and (v) the Advance Fund plus (b) the sum of the following amounts: (i) cash, (ii) the Coyote Springs Costs paid by NORD to the extent not reimbursed by PDM pursuant to Section 5.2, and (iii) Reimbursed Transaction Expenses.

Final Net Merger Consideration means an amount equal to (i) the Enterprise Value, plus (ii) the Aggregate Option Exercise Amount, plus (iii) the Closing Cash Amount reflected on the Final Closing Date Schedule, plus (iv) if the Closing Net Working Capital reflected on the Final Closing Date Schedule exceeds $6,500,000, the amount by which the Closing Net Working Capital reflected on the Final Closing Date Schedule exceeds $6,500,000, minus (v) if the Closing Net Working Capital reflected on the Final Closing Date Schedule is less than $5,500,000, the amount by which $5,500,000 exceeds the Closing Net Working Capital reflected on the Final Closing Date Schedule, minus (vi) the amount of the Funded Indebtedness reflected on the Final Closing Date Schedule, minus (vii) the aggregate amount of the Unpaid Transaction Expenses reflected on the Final Closing Date Schedule. For the avoidance of doubt, the Final Net Merger Consideration shall not be adjusted based on the Closing Net Working Capital if the

Examples of Final Net Merger Consideration in a sentence

The parties agree to treat all indemnification or other payments made under Article 9 and under any other indemnity provisions contained in this Agreement as adjustments to the Final Net Merger Consideration for Tax purposes, unless otherwise required by applicable Law.
If the Seller Representative does not deliver any Dispute Notice prior to the expiration of the Review Period, the Final Net Merger Consideration (together with all components thereof), as set forth on the Closing Date Schedule, shall be determinative for purposes of this Section 2.12 and shall be final, binding and non-appealable on all of the parties to this Agreement.
The Closing Net Working Capital, Closing Cash Amount, the Funded Indebtedness, and the Unpaid Transaction Expenses finally determined pursuant to this Section 2.12, and the Final Net Merger Consideration based thereon, shall be determinative for purposes of this Section 2.12 and shall be final and binding on all of the parties to this Agreement.
All amounts paid with respect to Indemnification Claims under this Agreement shall be treated by the parties hereto for all Tax purposes as adjustments to the Final Net Merger Consideration.
Within seventy-five (75) days following the Closing Date, Buyer, at its expense, shall prepare and deliver to the Seller Representative a statement (the “Closing Date Schedule”) setting forth, in reasonable detail (i) the Closing Net Working Capital, (ii) the Closing Cash (the “Closing Cash Amount”), (iii) the Funded Indebtedness, (iv) the Unpaid Transaction Expenses and (v) the computation of the Final Net Merger Consideration based on the foregoing.

More Definitions of Final Net Merger Consideration

Related to Final Net Merger Consideration

Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Per Share 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).
Stock Consideration has the meaning set forth in Section 2.01(c).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Common Stock Consideration has the meaning set forth in Section 1.6(b).
First Merger shall have the meaning given in the Recitals hereto.
Earnout Consideration has the meaning set forth in Section 2.6 below.
Cash Consideration has the meaning set forth in Section 2.2.
Closing Cash Consideration has the meaning set forth in Section 2.02.
Share Exchange Ratio has the meaning given to it in Section 3.1(d);
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).
Merger Closing means the “Closing” as defined in the Merger Agreement.
Company Share means one share of common stock of the Company, $0.01 par value per share.
Initial Consideration shall have the meaning set forth in Section 5.01.

Final Net Merger Consideration definition

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