Merger Consideration Certificate definition

Merger Consideration Certificate shall have the meaning as set forth in Section 2.1(b)(ii) of the Agreement.

Merger Consideration Certificate has the meaning set forth in Section 1.7(b).

Merger Consideration Certificate is defined in Section 2.1.

Examples of Merger Consideration Certificate in a sentence

• The Securityholders’ Agent shall be entitled to: (i) rely upon the Merger Consideration Certificate, (ii) rely upon any signature believed by it to be genuine, and (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the applicable Effective Time Holder or other party.

• In calculating the consideration payable under this Section 1.5, Parent shall be entitled to rely on the representations and warranties contained in Section 2.3, the Company Closing Certificate and the Merger Consideration Certificate.

• No Person will be entitled to receive any Merger Consideration as a result of the Merger and the other transactions contemplated by this Agreement or any other Transaction Document, other than the Securityholders as shown in the Merger Consideration Certificate.

• At the Effective Time, Parent shall, on behalf of the Company, pay to such account or accounts as the Company specifies to Parent pursuant to the Merger Consideration Certificate the aggregate amount of the unpaid Company Transaction Expenses.

• The Merger Consideration Certificate will contain a complete and accurate list of all Indebtedness of the Acquired Companies as of the Closing Date, identifying the creditor including name and address of such creditor, the type of instrument under which the Indebtedness is owed and the amount of the Indebtedness as of the Effective Time.

More Definitions of Merger Consideration Certificate

Merger Consideration Certificate has the meaning set forth in Section 6.12(b).

Merger Consideration Certificate means a certificate signed by the Company and the Shareholders that sets forth, as of the Closing Date and immediately prior to the Effective Time, (a) the names and addresses of all Shareholders and the number of Company Shares held by such Shareholders; (b) a calculation of the Closing Merger Consideration; (c) each Shareholder’s Pro Rata Share (as a percentage interest and the interest in dollars in respect of the Net Cash Consideration and number of shares in respect of the Closing Parent Shares) of the Closing Merger Consideration; and (d) each Shareholder’s Pro Rata Share (as a percentage interest and the interest in number of shares) of the Escrow Shares. The Parent will be entitled to rely conclusively on the amounts and other information set forth in the Merger Consideration Certificate.

Merger Consideration Certificate means the exhibit prepared and delivered by the Company to Parent at Closing that sets forth, for each holder of Company Capital Stock and each holder of Vested Company Options, such person’s allocation of Merger Consideration and such person’s allocation of each of the Indemnification Escrow Fund and the Adjustment Fund. The Merger Consideration Certificate shall be delivered to Parent in both hard copy and an Excel spreadsheet.

Merger Consideration Certificate has the meaning assigned to such term in Section 3.1(d).

Merger Consideration Certificate means the certificate executed on behalf of the Company by its Chief Executive Officer and Chief Financial Officer setting forth: (a) the Securityholders of the Company to whom merger consideration will be payable pursuant to this Agreement; and (b) with regard to each such Securityholder (i) the number of Vested Common Shares, shares of Series A Preferred Stock and Vested Options, as applicable, owned by such Securityholder, and in the case of Vested Options, the number of shares of Common Stock issuable upon the exercise of such Vested Option and the per share exercise price of each such Vested Option, (ii) the amount of cash merger consideration to be paid to such Securityholder pursuant to this Agreement; (iii) the denomination of the Stock Certificate to be issued to such Securityholder as Parent Stock Merger Consideration; and (iv) the denomination of the Warrant to be issued to such Securityholder as Parent Warrant Merger Consideration.

Merger Consideration Certificate means a certificate, duly executed on behalf of Target by the chief executive officer of Target, containing the following information and the representation and warranty of Target that all of such information is true and accurate as of the Closing:

Merger Consideration Certificate means a certificate in the form attached hereto as Exhibit A, to be prepared by the Company as of the Closing Date and signed by the Secretary of the Company’s Board of Directors and the Company’s Chief Financial Officer and delivered to the Parent at Closing, which certificate will represent and warrant to the Parent that the Merger is treated as a liquidation, dissolution or winding up of the Company under the Certificate of Incorporation and that the distribution provisions set forth in the Merger Consideration Certificate with respect to the Merger Consideration are in accordance with the provisions, including liquidation preferences, of the Certificate of Incorporation.