Net Merger Consideration definition

Net Merger Consideration means an amount equal to the sum of (i) the Merger Consideration plus (ii) the Aggregate Option Exercise Amount.

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

Net Merger Consideration has the meaning ascribed to such term in Section 2.4(b)(i).

Examples of Net Merger Consideration in a sentence

• None of Buyer, Newco, the Company, the Payment Agent, Escrow Agent or the Stockholders’ Representative shall be liable to any Person in respect of any payment of the Net Merger Consideration properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

• Unless otherwise required by applicable Law, all indemnification payments will constitute adjustments to the Final Adjusted Net Merger Consideration for all Tax purposes, and no party may take any position inconsistent with such characterization.

• If any Certificate representing shares of Company Stock shall not have been surrendered immediately prior to the date on which any Net Merger Consideration would otherwise escheat to or become the property of any Government Entity, any such Net Merger Consideration shall, to the extent permitted by applicable law, become the property of Buyer, free and clear of all claims of or interest of any Person previously entitled thereto.

• Net Merger Consideration paid upon the surrender for exchange of certificates representing shares of Company Stock in accordance with the terms of this Article 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Stock represented by such certificates.

• The Parent Closing Statement delivered by the Parent shall also set forth any adjustment in the Net Merger Consideration due to such adjustments.

More Definitions of Net Merger Consideration

Net Merger Consideration means an amount equal to the sum of (a) the Merger Consideration, plus (b) the Aggregate Option Exercise Amount. “Net Working Capital Target” means an amount equal to $500,000.

Net Merger Consideration means an amount equal to (i) the Enterprise Value, plus (ii) the Aggregate Option Exercise Amount, plus (iii) the Estimated Closing Cash reflected on the Estimated Closing Date Schedule, plus (iv) if the Estimated Closing Net Working Capital reflected on the Estimated Closing Date Schedule exceeds $6,500,000, the amount by which the Estimated Closing Net Working Capital reflected on the Estimated Closing Date Schedule exceeds $6,500,000, minus (v) if the Estimated Closing Net Working Capital reflected on the Estimated Closing Date Schedule is less than $5,500,000, the amount by which $5,500,000 exceeds the Estimated Closing Net Working Capital reflected on the Estimated Closing Date Schedule, minus (vi) the amount of Funded Indebtedness reflected on the Estimated Closing Date Schedule, minus (vii) the aggregate amount of the Unpaid Transaction Expenses reflected on the Estimated Closing Date Schedule. For the avoidance of doubt, the Net Merger Consideration shall not be adjusted based on the Estimated Closing Net Working Capital if the Estimated Closing Net Working Capital reflected on the Estimated Closing Date Schedule is equal to at least $5,500,000 and not more than $6,500,000.

Net Merger Consideration means (i) the Total Merger Consideration minus (ii) the Retention Consideration.

Net Merger Consideration means (a) the Purchase Price, plus (b) Estimated Closing Cash, plus (c) the amount, if any, by which the Estimated Closing Net Working Capital Amount exceeds the Target Working Capital Amount, minus (d) the amount, if any, by which the Target Working Capital Amount exceeds the Estimated Closing Net Working Capital Amount, minus (e) Estimated Closing Indebtedness, minus (f) the Estimated Closing Transaction Expenses, minus (g) the Escrow Amount, minus (h) the Expense Holdback.

Net Merger Consideration means the Merger Consideration minus the Pro Rated Excess Unitholder Transaction Expenses.

Net Merger Consideration means Gross Merger Consideration minus the aggregate amount of Net Debt and minus the aggregate amount of unpaid Company Transaction Expenses as of the start of business on the Closing Date, subject to adjustment as provided in Sections 2.14 and 2.15.

Net Merger Consideration means the Merger Consideration minus the Company Expenses Fund.