Merger Portion definition

Merger Portion a portion of the Loan in an amount equal to the remainder of (i) $20,500,000 minus (ii) the amount of the Initial Portion disbursed on the Closing Date.
Sample 1
Merger Portion means 12.5% of the Purchase Price.
Sample 1
Merger Portion a portion of the Loan in an amount equal to $500,000. Mortgage: a mortgage or deed of trust executed by Borrower in favor of Agent encumbering each parcel of Real Estate owned by Borrower, in each case in form and substance satisfactory to Agent. Motorola: Motorola Inc.
Sample 1

Examples of Merger Portion in a sentence

  • Each Lender severally agrees to disburse its Pro Rata Share of the Merger Portion at any time prior to July 1, 1999 to or as directed by Borrower provided all of the terms and conditions set forth in Section 4.1 and 4.3 have been satisfied.

  • But the outcome of Secretary Pompeo’s July 2018 visit to Pyongyang, and now his need to pay another visit, strongly suggest otherwise.

  • In addition, Agent shall have received or be entitled to rely upon opinions dated the Funding Date of the Merger Portion from counsel to Paging Partners, covering such matters as Agent reasonably may require.

  • Borrower shall demonstrate to the satisfaction of Agent that, assuming the Merger Portion had been disbursed and the Paging Partners Merger had been consummated on the last day of the second month prior to the month in which the Funding Date of the Merger Portion is to occur, (i) the Senior Leverage Ratio as of such last day would not exceed 4.0 and (ii) the Total Leverage Ratio as of such last day would not exceed 5.0.

  • The Loan shall consist of a term loan from Lenders to Borrower in the maximum aggregate amount of $30,000,000, comprised of the Initial Portion, the Merger Portion, the Subsequent Portion and the Acquisition Portion.

  • Any Working Capital Shortfall shall be distributed to the Asset Purchaser and the Surviving Corporation as follows: (i) The Asset Purchaser shall be paid an amount equal to the Working Capital Shortfall multiplied by the Asset Portion, and the Surviving Corporation shall be paid an amount equal to the Working Capital Shortfall multiplied by the Merger Portion.

Related to Merger Portion

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

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

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

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

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

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

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

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

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

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

  • Public Share means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

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

  • First Merger shall have the meaning given in the Recitals hereto.

  • Company Merger shall have the meaning given in the Recitals.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

  • Merger Sub 1 has the meaning set forth in the Preamble.

  • Merger has the meaning set forth in the Recitals.

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