Preliminary Closing Merger Consideration definition

Preliminary Closing Merger Consideration is defined in Section 1.16(a).
Sample 1
Preliminary Closing Merger Consideration means an amount equal to Thirty-Six Million Dollars ($36,000,000), minus the Escrow Amount, minus the Net Company Debt, minus the Advance Amount, minus the Company Transaction Expenses minus the amount by which the Net Working Capital Amount set forth in the Preliminary NWC Calculation, is less than the Closing Target Net Working Capital Amount; provided, however, that such amount shall be in the form of consideration set forth in Section 2.5.3.
Sample 1
Preliminary Closing Merger Consideration has the meaning set forth in Section 2.5.1(c)(iv)(E).
Sample 1

Examples of Preliminary Closing Merger Consideration in a sentence

  • The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration").

  • For all loans with edit 915, the Freddie Mac expected Note Rate value will be available on the response file.

  • The Preliminary Closing Merger Consideration shall be subject to adjustment, if any, after the Closing Date as specified in this Section 2.6.

  • To the extent the provisions hereof otherwise provide for consideration in excess of the Preliminary Closing Merger Consideration, Final Closing Merger Consideration or Contingent Merger Consideration properly due and payable from time to time, Parent and the Representative shall agree upon an equitable reallocation of the Merger Consideration, which shall be binding upon and enforceable against all parties hereto and all holders of Company Securities.

  • The Preliminary Closing Merger Consideration as it may be adjusted post-Closing pursuant to this Section 2.5 is referred to as “Closing Merger Consideration”.

Related to Preliminary 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).

  • 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).

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

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

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

  • Total Merger Consideration has the meaning set forth in Section 2.2(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 Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

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

  • 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.

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

  • 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.

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

  • 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.

  • 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.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • 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.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Second Closing has the meaning set forth in Section 2.2.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Subsequent Closing has the meaning set forth in Section 3.2.