Payout Spreadsheet Trial Run definition

Payout Spreadsheet Trial Run means the spreadsheet attached hereto on the date hereof as Exhibit F, setting forth good faith estimates of the following: (a) the Estimated Cash Merger Consideration; (b) the Per Common Share Closing Merger Consideration for the Company Common Stock Deemed Outstanding; (c) the Per Preferred Share Closing Merger Consideration for the Company Preferred Stock Actually Outstanding and the Company Preferred Aggregate Merger Consideration; (d) the Per Warrant Share Closing Merger Consideration; (e) the Option Exercise Proceeds and Option Consideration; and (f) the per share allocable portion of the Escrow Fund and SR Expense Fund for each Escrow Equity Holder.
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Payout Spreadsheet Trial Run means the spreadsheet attached hereto on the Agreement Date as Schedule 1.7(a) , setting forth good faith estimates of the following: (i) the Merger Consideration; (ii) the Applicable Per Unit Closing Consideration for each issued and outstanding class of Units, including (A) the Series 1 Per Unit Closing Consideration, (B) the Series 2 Per Unit Closing Consideration, (C) the Series 3 Per Unit Closing Consideration and (D) the Series A Per Unit Merger Consideration, in each case based on the Initial Merger Consideration, (iii) allocation of Option Closing Consideration, and (iv) each Effective Time Holder’s Pro Rata Share, in each case determined on a pro forma basis as if the Closing occurred on the Agreement Date.
Sample 1Sample 2
Payout Spreadsheet Trial Run means the spreadsheet attached hereto on the date hereof as Exhibit K, setting forth good faith estimates of the following: (i) the Merger Consideration; and (ii) the Per Share Merger Consideration determined on a pro forma basis as if the Closing occurred on the date of this Agreement, assuming no Merger Consideration adjustment pursuant to Section 1.7.
Sample 1

Examples of Payout Spreadsheet Trial Run in a sentence

  • The parties have agreed upon an illustrative calculation of the Estimated Cash Merger Consideration and related estimates of the per share amounts payable to the Effective Time Holders in connection with the Merger in each case determined based on the assumptions set forth in the Payout Spreadsheet Trial Run, which illustrative calculations are set forth in the Payout Spreadsheet Trial Run.


More Definitions of Payout Spreadsheet Trial Run

Payout Spreadsheet Trial Run means the spreadsheet attached hereto on the date hereof as Exhibit D, setting forth good faith estimates of the
Sample 1
Payout Spreadsheet Trial Run means the spreadsheet attached hereto on the Agreement Date as Schedule 1.7(a), setting forth good faith estimates of the following: (i) the Merger Consideration; (ii) the Applicable Per Unit Closing Consideration for each issued and outstanding class of Units, including (A) the Series 1 Per Unit Closing Consideration, (B) the Series 2 Per Unit Closing Consideration, (C) the Series 3 Per Unit Closing Consideration and (D) the Series A Per Unit Merger Consideration, in each case based on the Initial Merger Consideration, (iii) allocation of Option Closing Consideration, and (iv) each Effective Time Holder’s Pro Rata Share, in each case determined on a pro forma basis as if the Closing occurred on the Agreement Date.
Sample 1
Payout Spreadsheet Trial Run has the meaning set forth in Section 1.6(a).
Sample 1
Payout Spreadsheet Trial Run means the spreadsheet attached hereto on the date hereof as Exhibit D, setting forth good faith estimates of the following: (1) the Merger Consideration; and (2) the Per Share Merger Consideration, in each case determined on a pro forma basis as if the Closing occurred on the date of this Agreement.
Sample 1
Payout Spreadsheet Trial Run means the spreadsheet attached hereto on the date hereof as Exhibit G, setting forth good faith estimates of the following: (i) the Merger Consideration; and (ii) the Applicable Per Share Merger Consideration for each issued and outstanding class of Company Capital Stock, including (A) the Common Stock Merger Consideration and (B) the Series A Merger Consideration, in each case determined on a pro forma basis assuming the Closing occurs on the Scheduled Closing Date.
Sample 1

Related to Payout Spreadsheet Trial Run

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