Post-Closing Merger Consideration definition

Post-Closing Merger Consideration means any payment made to or for the benefit of the Escrow Equity Holders pursuant to Section 1.9(f)(i) and any payment made to or for the benefit of such Escrow Equity Holders from the Escrow Fund and SR Expense Fund.
Post-Closing Merger Consideration means the following amounts to be paid by Acquiror to the Company Securityholders (via the Exchange Agent) as and if earned and payable in accordance with the terms of this Agreement, in each case (i) payable contingent upon occurrence of the Closing (provided, that any of the following payments that by their terms otherwise would have become due and payable prior to the Closing Date will be due and payable on the Closing Date) and (ii) subject to offset in accordance with Article VIII:
Post-Closing Merger Consideration means the Post-Closing Adjustment Amount if due to holders of the Company Stock pursuant to Section 3.03(h).

Examples of Post-Closing Merger Consideration in a sentence

  • Subject to offset as provided in Article VIII and Section 5.9, all Non-Contingent Holdback Consideration and Post-Closing Merger Consideration payable by Acquiror pursuant to this Agreement shall be deposited with the Exchange Agent as specified in this Section 1.17, and thereafter Acquiror shall cause the Exchange Agent to promptly distribute such Non-Contingent Holdback Consideration and Post-Closing Merger Consideration to each Company Securityholder as set forth on the Closing Payment Schedule.

  • Until surrendered as contemplated by this Section 1.11, each Certificate shall be deemed from and after the Effective Time to represent only the right to receive their applicable portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and the Post-Closing Merger Consideration (if any), in accordance with Section 1.13 and Section 1.17, for each share of Company Capital Stock represented by such Certificate.

  • Exceptional Student Education provides, supports, and monitors services for students with disabilities.

  • The amount of Estimated Cash Merger Consideration and Post-Closing Merger Consideration, if any, that each Company Stockholder is entitled to receive for the shares of Company Stock held by such stockholder shall be rounded to the nearest cent (with $0.005 being rounded upward).

  • Identification of potential network routes and interconnection points as well as possible tower site recommendations to support and maximize consumer coverage8.

  • Notwithstanding anything contained herein to the contrary, any Dissenting Share shall not be converted into the right to receive its portion of the Closing Merger Consideration, the Non-Contingent Holdback Consideration and Post-Closing Merger Consideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Share pursuant to Section 262 of Delaware Law or Chapter 13 of California Law, as applicable.

  • Promptly upon receipt by the Exchange Agent of any Post-Closing Merger Consideration from the Escrow Agent, the Exchange Agent shall, without any action on the part of the holders of the Company Stock, promptly distribute such Post-Closing Merger Consideration to the holders of the Company Stock in accordance with the Exchange Schedule, using the same method and manner of distribution the Exchange Agent used in distributing the Closing Date Merger Consideration in accordance with this Section 3.02.

  • Such agency may be changed by the Company Securityholders with the right to a majority of the Post-Closing Merger Consideration from time-to-time; provided, that no such change in agency shall in any way negate or otherwise affect prior consents, approvals or actions by the Securityholders’ Representative Committee.

  • Acquiror shall not take any action the sole purpose of which is to negatively affect the payment of the Non-Contingent Holdback Consideration or the Post-Closing Merger Consideration payable hereunder.

  • Each Share issued and outstanding ------------------------ (excluding any Dissenting Shares) shall be converted into (i) the right to receive at the Effective Time the Per Share Closing Date Merger Consideration and (ii) the right to receive if, when and to the extent payable, the Per Share Post-Closing Merger Consideration.


More Definitions of Post-Closing Merger Consideration

Post-Closing Merger Consideration means, as of any date of determination, an amount (if any) equal to the sum of (i) the Excess Amount paid or payable to Seller (in its capacity as such), plus (ii) the portion of the Escrow Funds paid or payable to Seller (in its capacity as such).
Post-Closing Merger Consideration has the meaning set forth in Section 1.6(a).
Post-Closing Merger Consideration shall have the meaning assigned to such term in Section 3.02(a)(i)(B).
Post-Closing Merger Consideration means the consideration to which the holders of Common Shares, Preferred Shares or Terminated Options may become entitled to receive pursuant to Sections 3.5(a), (d), (e), (f) or Section 3.9.

Related to Post-Closing Merger Consideration

  • 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).

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

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

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

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

  • 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).

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

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

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

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

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(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 Consideration has the meaning set forth in Section 11.7 hereof.

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).