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.
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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.
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Examples of Merger Payment in a sentence

  • The "Merger Adjustment Percentage" shall equal the product of the Merger Payment Percentage multiplied by a fraction the numerator of which shall be the number of days remaining until the seventh (7th) anniversary of the Issue Date and the denominator of which shall be two thousand five hundred and twenty (2,520); provided that the Merger Adjustment Percentage shall not be less than zero percent (0%).

  • 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.

  • 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.

  • This gain or loss will be equal to the difference, if any, between (i) the Merger Payment received by the Non-Continuing Shareholder and (ii) such Non-Continuing Shareholder's adjusted tax basis in such Shareholder's shares of Common Stock immediately prior to consummation of the Merger.

  • The current market price of the Common Stock and purchase prices paid for shares of Common Stock by controlling persons of the Company support the fairness of the Merger, particularly the Merger Payment.

  • All indemnification payments made under this Agreement shall be treated by the Parties as an adjustment first to the Merger Payment and second to the Merger Shares for the Company’s assets for Tax purposes, unless otherwise required by applicable Law.

  • We have adapted to all that has been asked, the constantly changing re- quirements of infection control mea- sures and PPE, changes to shift patterns, changing roles, additional hours, additional responsibilities and more.

  • The Board, in reaching its conclusion, considered the fact that Bannon (which is an independent entity whose principals have substantial experience in making fairness determinations of the type delivered to the Board) concluded that the Merger Payment was fair to the Non-Continuing Shareholders as of October 2, 1995, which supports the Board's view that the Merger is fair to the Shareholders.

  • In order to fulfill this obligation, the Board not only reviewed the history of the Company's performance and inability to obtain financing and attract investors as a public company, but also obtained an opinion from an independent third party as to the fairness of the Merger Payment.

  • If a Change of Control Transaction with respect to the Company occurs after the Closing Date but on or prior to the Deferred Payment Date, then the resulting Deferred Merger Payment shall be made within ten (10) Business Days after the closing of any such Change of Control Transaction.


More Definitions of Merger Payment

Merger Payment means the cash payment of $0.50 per share of Common Stock, without interest.
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Merger Payment means the sum of the Merger Consideration and the Series A Payment. “Merger Sub” shall mean Autobytel Bedrock Corp., a Delaware corporation.
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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.
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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.
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Merger Payment means the sum of the Initial Payment and any and all Contingent Payments.
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Merger Payment means the sum of the Merger Consideration and the Series A Payment.
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Related to Merger Payment

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • 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).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Cash Payment has the meaning set forth in Section 2.2(b).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Exchange Payment means with respect to a particular Exchange for which PubCo has elected to make a Cash Exchange Payment in accordance with Section 4.6(a)(ii):

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Non-Cash Consideration means consideration in a form other than cash.

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Delta Payment means as it is described in this Agreement.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings 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 Holdings or any of its Subsidiaries.

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Required Payment Amount shall have, for any Distribution Date, the meaning specified for such Distribution Date in Section 4.6(a) of the Sale and Servicing Agreement.