Cash Merger Consideration. Section 2.8(a).........................................7 Certificates.................................Section 2.9(b).........................................8
Cash Merger Consideration. 4 CERCLA..................................................................................................28 Certificate..............................................................................................8 Closing..................................................................................................3
Cash Merger Consideration. 6 Certificates................................................ 7
Cash Merger Consideration. The Cash Merger Consideration shall be paid to each AirPatrol Shareholder in accordance with the percentage of the Merger Consideration to which each AirPatrol Shareholder is entitled as set forth in the Closing Spreadsheet. “Cash Merger Consideration” means:
Cash Merger Consideration. The Cash Merger Consideration by wire transfer as provided in Section 1.6 of this Agreement and in accordance with the Merger Consideration Certificate. All documents delivered to the Company shall be in form and substance reasonably satisfactory to Xxxxxxxx, Xxxx, Hargreaves & Savitch LLP, counsel for the Company.
Cash Merger Consideration. Upon the effectiveness of the Merger and the Cash Merger Consideration having been deposited with the Disbursing Agent in accordance with the terms of this Agreement, any and all financial obligations of the Surviving Corporation to any member of FTD (including Active, Affiliate, Student, Retired, Honorary, Associate, and other members of FTD), including but not limited to paying the Cash Merger Consideration and any and all patronage dividends or other capital in FTD or the Surviving Corporation, shall have been fully satisfied and extinguished except for the liabilities, obligations, deposits and rights described in Section 2.6, and no Person shall hold any membership interest in the Surviving Corporation of any kind or nature whatsoever, except Buyer.
Cash Merger Consideration. Each party hereto acknowledges and agrees that the aggregate Cash Merger Consideration payable by Merger Corp upon consummation of the Merger shall be paid to the persons and in the amounts set forth on Schedule C attached hereto. Schedule C shall be automatically amended from time to time to reflect adjustments required as a result of the contribution of additional Contribution Interests by Interests Transferors in accordance with Section 1.3 hereof.
Cash Merger Consideration. (a) The Closing Total Merger Consideration shall be finally determined in accordance with this Section 2.3, and, as so finally determined, be referred to herein as the "Final Closing Total Merger Consideration".
Cash Merger Consideration. 1.6(a) Cash Payment Funds......................................................................1.7(b) Certificates............................................................................1.7(c) Closing....................................................................................1.2
Cash Merger Consideration. The Cash Merger Consideration shall be paid within five days of the earlier of (i) the closing by GoodNoise of additional financing in an amount of $5,000,000 or more or (ii) six months from the date of this Agreement; provided however, that if the $5,000,000 in additional financing is received prior to the Closing, the Cash Merger Consideration shall be paid within five days of the Effective Time. If GoodNoise has not made such payment when due, the Nordic Shareholders shall have a right to cancel the transactions contemplated herein in their entirety pursuant to Section 12 hereof, or to convert the amount payable in cash to GoodNoise Shares based upon eighty percent (80%) of the average last trade price for GoodNoise Shares for the seven days prior to the Effective Date. Any election to cancel the transactions must be made as to all Nordic Shareholders based upon the approval of the holders of a majority of the Nordic Shares. The obligation to pay the Cash Merger Consideration shall be evidenced by a promissory note (the "Note") and security agreement (the "Security Agreement") in the form attached as Exhibit B hereto.
