Merger Consideration Amount definition

Merger Consideration Amount means (i) in the case of a Merger in which the consideration consists solely of cash, the total consideration to be received by holders of Shares outstanding immediately prior to the closing of the Merger, (ii) in the case of a Merger in which the consideration consists of securities traded on a national securities exchange, the product of (x) the number of shares of such securities received by the Stockholders at the closing of the Merger and (y) the market value of such securities, measured by taking the average closing price or the average of the bid and asked price, as the case may be, over a period of 30 consecutive days during which such securities are traded, with such 30-day period ending on the trading day prior to the closing date of the Merger, (iii) in the case of a Merger in which the consideration consist of securities that are not traded on a national securities exchange, the aggregate the fair market value (as of the most recent practicable date) of the securities to be received by the Stockholders as estimated by an independent expert chosen by the Board of Directors, and (iv) in the case of a Merger in which the consideration is some combination of that described above, the sum of clauses (i) through (iii), as applicable.
Merger Consideration Amount means (i) the Total Cash Amount minus (ii) the Aggregate Cash Dividend Amount. For the avoidance of doubt, the Merger Consideration Amount shall in no event be less than $200 million.
Merger Consideration Amount means (i) the excess of the Gross Value over the Debt Balance, (ii) increased by any Closing Adjustment Amount owed by Acquiror to Target pursuant to Section 8.04, if applicable, or decreased by any Closing Adjustment Amount owed by Target to Acquiror pursuant to Section 8.04, if applicable, as the case may be, plus (iii) the amount of any loan escrows held by Target’s lenders in connection with the Assumed Loans at the Effective Time, to the extent not taken into account in computing the Debt Balance (the “Loan Escrows”). The sum of (ii) and (iii) is referred to as the “Aggregate Closing Adjustments”.

Examples of Merger Consideration Amount in a sentence

Base Merger Consideration is the number of shares of New VWE Holdco common stock determined by dividing the Base Merger Consideration Amount by $10 and rounding down to eliminate any fractional share.

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The Special Committee has received the opinion of Goldman Sachs, financial advisor to the Special Committee, to the effect that, as of the date of such opinion and based on and subject to the assumptions, qualifications, limitations and other matters set forth in the opinion, the Merger Consideration Amount and Pre-Closing Dividend to be paid to holders of Company Common Stock (other than Parent or any of its affiliates), in the aggregate, is fair, from a financial point of view, to such holders.

For the avoidance of doubt, to the extent that Buyer or any of Buyer’s Other Indemnified Persons are entitled to recover Losses outside of the Escrow Account due to this Section 8.3(e), the liability of the Indemnifying Parties for such Losses outside of the Escrow Account shall be several and not joint and allocated based on each Indemnifying Party’s Pro-Rata Percentage and will be limited to the amount of the Total Final Merger Consideration Amount actually received by such Person.

In addition to the consideration contemplated by Section 1.11(f), each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than a Dissenting Share) will be converted into and represent the right to receive a portion of the Total Final Merger Consideration Amount in cash and Buyer Stock with a value equal to the Series C Preference Amount in the combination of cash and Buyer Stock contemplated by Section 1.11(c) below.


More Definitions of Merger Consideration Amount

Merger Consideration Amount means an amount up to $200,000,000, with such final number to be notified to the Administrative Agent in writing by an Authorized Officer of Holdings or Tronox US prior to the Acquisition Date.
Merger Consideration Amount has the meaning set forth in Section 4.01(a).
Merger Consideration Amount means cash in an amount equal to (a) fourteen million dollars ($14,000,000), minus (b) the Transaction Expenses at Closing, minus (c) the Indebtedness (if any) at Closing, and minus (d) the amount (if any) by which the Net Working Capital as of 5:00 p.m. Pacific Daylight Time on March 31, 2013 is less than $140,000.”
Merger Consideration Amount means the amount equal to (i) the Base Merger Consideration Amount, minus (ii) the Closing Merger Consideration Adjustment, minus (iii) the amount of Outstanding Transaction Expenses.
Merger Consideration Amount means the sum of (x) the Merger Consideration for Capital Stock plus (y) the aggregate exercise price of all unexercised In-the-Money Options outstanding and In-the-Money Warrants outstanding immediately prior to the Effective Time.
Merger Consideration Amount means an amount equal to $356,250,000.
Merger Consideration Amount means 451,208 Parent Common Shares, which is equal to the aggregate number of REIT Units.