Merger Payments definition

Merger Payments means the Base Payment, any Escrow Payment and any Earn-Out Payments to be paid by Acquiror hereunder.
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Merger Payments means payments in cash in the net, aggregate amount equal to $190,797.04, as specified in Section 1.2(e) of this Agreement, the calculation of which is set forth on Annex A.
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Merger Payments means the Base Payment, any Hold Back Payment and any Earn-Out Payment.
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Examples of Merger Payments in a sentence

  • Anything in this Agreement or in any other plan, program or agreement to the contrary notwithstanding and except as set forth below, in the event that after taking into account any reduction in the Merger Payments required pursuant to Paragraph B.

  • If it is established pursuant to an opinion of Tax Counsel or a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Executive and the Company in applying the terms of this Paragraph B., any Merger Payments paid to the Executive or for his benefit exceeded the limitation contained in Paragraph B.

  • The Pledgor further agrees that, should any Merger Payments be paid to the Pledgor in lieu of the Company at any time when any Note is outstanding, the Pledgor shall hold such payments in trust for the Company and promptly remit to the Company all such Merger Payments for application to the prepayment of the Notes.

  • Notwithstanding the foregoing, Merger Payments shall be applied as set forth in Section 2 hereof.

  • In furtherance of this Section 2, the Pledgor agrees (i) to vote in favor of the Merger and refrain from exercising any dissenter's or appraisal rights and (ii) to cause the Merger Payments (as well as any shares of common stock of AT&T Corp.

  • The Pledgor authorizes and directs the Company, and its successor by merger, Winston, Inc., as pledgee, to apply any and all Merger Payments to the immediate prepayment of the Notes, to the extent of any Obligations (regardless of whether such Notes or Obligations are due or payable at such time).

  • If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then such shares shall be converted into the right to receive the Merger Payments in respect of such shares had such shares never been Dissenting Shares (but subject to all the terms hereof).

  • Any Target Shareholder holding Dissenting Shares that lose their status as such following the Effective Time and become converted into the right to receive the Merger Payments shall be sent the Base Payment within 30 days following such Target Shareholder’s delivery of the applicable Certificate and Transmittal Documents.

  • Nothing herein shall be construed as entitling the Executive to Merger Payments.

  • Keysight expects to obtain approximately $700 million of unsecured senior debt financing to finance a portion of the Merger Payments.