Merger Consideration Statement definition

Merger Consideration Statement has the meaning set forth in Section 2.13(a).
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Merger Consideration Statement has the meaning set forth in Section 2.13(a). “Merger Sub 1” has the meaning set forth in the Recitals.
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Examples of Merger Consideration Statement in a sentence

  • The Merger Consideration Statement and the Merger Consideration Components, as calculated, shall be final, conclusive and binding on the parties if no Objection Notice is timely delivered prior to such 45th day following delivery of the Merger Consideration Statement.

  • In the event that SBEEG disagrees with the Merger Consideration Statement or the amount of any Merger Consideration Component as calculated, SBEEG shall deliver written notice of such disagreement to Parent and the Surviving Company (an “Objection Notice”).

  • Prior to four Business Days before the Closing Date, Verano may object to any Merger Consideration Statement by delivering to Member Representative a written statement setting forth its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith.

  • The Merger Consideration Statement is true and correct in all respects.

  • The Company shall have delivered to Parent the Merger Consideration Statement at least two business days prior to the Closing Date.

  • If the Shareholders’ Agent does not deliver a Merger Consideration Dispute Notice to Purchaser during such thirty (30) day period, the Merger Consideration Statement will be deemed to be accepted in the form presented to the Shareholders’ Agent.

  • The Payoff Letters and the Transaction Expense Invoices will be attached to the Closing Merger Consideration Statement.

  • The Proposed Merger Consideration Statement and the determinations and calculations contained therein shall be prepared in a manner consistent with this Agreement, including the definitions of the terms Net Working Capital, Net Proceeds and Fully Diluted Share Count.

  • The Closing Merger Consideration Statement will be accompanied by a certificate of the Chief Financial Officer of the Company stating that the Closing Merger Consideration Statement has been prepared in accordance with this Agreement, including the Calculation Principles.

  • If the Equityholders disagree with the Post-Closing Shares Merger Consideration Statement, they may, within fifteen (15) days after their receipt of the Post-Closing Shares Merger Consideration Statement, provide written notice thereof to the Purchaser (the “Post-Closing Shares Merger Consideration Dispute Notice”), which shall provide reasonable detail concerning each item that they dispute on the Post-Closing Shares Merger Consideration Statement and include reasonable support for each such position.