Merger Payment definition

Merger Payment means an amount equal to: (SA x BA x NSP) + (PV x NSP) where: SA = the Supplemental Amount; BA = the Base Amount immediately prior to consummation of the Reorganization Event; NSP = the Non-Stock Percentage; and PV = the present value on the Reorganization Termination Date, as determined by the Calculation Agent using the Interpolated LIBOR Rate, of a payment on the Maturity Date of an amount equal to the product of (A) the Base Amount immediately prior to consummation of the Reorganization Event, times (B) the Reference Price.

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Merger Payment means Three Hundred and Fifty Thousand Dollars ($350,000) payable in cash by wire transfer of immediately available funds to a bank account designated by the Owner.

Merger Payment means One Hundred and Fifty Thousand Dollars ($150,000), allocated 70% to the Majority Owner and 30% to the Minority Owner, payable in cash by wire transfer of immediately available funds to the bank accounts designated by the Majority Owner and Minority Owner.

Examples of Merger Payment in a sentence

• The Merger Payment Fund shall not be used for any purpose other than as described herein.

• As promptly as reasonably practicable after calculation of the Merger Payment, the Calculation Agent shall deliver to Buyer and Seller a notice (the "Merger Payment Amount Notice") specifying the Merger Payment.

• Following termination of this Agreement pursuant to clause (B) of Section 7.02 as a result of any Reorganization Event, the Calculation Agent shall determine the Merger Payment.

• IAC shall cause the Exchange Agent, pursuant to irrevocable instructions, to pay the applicable portion of the Stock Consideration out of the Exchange Fund in accordance with the Merger Payment Schedule and the other applicable provisions contained in this Agreement.

• In the event that such Merger Payment includes any earn-outs, deferred payments or similar future contingent payments (the “Future Payments”), the value of such Future Payments for the purpose of calculating the Merger Payment shall be determined in good faith by the Company’s Board of Directors.

• The payment of the appropriate Stockholder Merger Payment to any Company Stockholder listed in Section 2.2(a)(iii) of the Company Disclosure Schedule is conditioned upon the due execution and delivery of such Letter of Transmittal.

• The purchase price for the PGE Shares as set forth in Section 1.3 shall be reduced by an amount equal to the book value of Seller's obligations remaining under the Enron Merger Payment as of the Closing Date, which shall be calculated in accordance with the Enron/PGE Order.

• Seller shall continue to be responsible for the Enron Merger Payment obligations for periods prior to the Closing Date and shall indemnify Purchaser for all such obligations.

• Not later than three Business Days following delivery of a Merger Payment Amount Notice, Seller shall make a cash payment, by wire transfer of immediately available funds to an account designated by Buyer, to Buyer in an amount equal to the Merger Payment.

• The Paying Agent shall, pursuant to irrevocable instructions, make the payments provided for in Section 5.3 out of the Merger Payment Fund.

More Definitions of Merger Payment

Merger Payment means the cash payment of $0.50 per share of Common Stock, without interest.

Merger Payment means the sum of the Merger Consideration and the Series A Payment. “Merger Sub” shall mean Autobytel Bedrock Corp., a Delaware corporation.

Merger Payment means that portion of the Purchase Price allocated to the STI Shares in accordance with Section 9.2. For the avoidance of doubt, the Merger Payment is a component of the Purchase Price and nothing in this definition or Section 1.6 shall require any payment to the Seller or any other member of the Seller Group in excess of the Purchase Price.

Merger Payment means the sum of the Merger Consideration and the Series A Payment.

Merger Payment means the cash payment due to shareholders and stock option holders of the Company entitled to receive such payment for their shares of the Company's capital stock and options to purchase capital stock, respectively, at the effective time of the Merger in accordance with the Merger Agreement.

Merger Payment means the sum of the Initial Payment and any and all Contingent Payments.