Additional Merger Consideration definition

Additional Merger Consideration shall have the meaning set forth in Section 2.11(h).

Additional Merger Consideration as defined in Section 3.1(a) hereof.

Additional Merger Consideration means, as of any date of determination, without duplication, any purchase price adjustments arising under Section 1.10 payable to the Securityholders.

Examples of Additional Merger Consideration in a sentence

• Acquisition Co. recognizes that the Stockholders may lose the intended benefit of the Additional Merger Consideration (as provided in the Merger Agreement) if the circumstances causing the Contingent Share Rights to become void occur during the period prior to the Release Date.

• In such event, Acquisition Co. agrees to promptly thereafter issue to each Stockholder the Additional Merger Consideration attributable to such Stockholder’s Company Common Stock unless the circumstances causing the Contingent Share Rights to become void are satisfied following the Release Date (including any extension of the Lock-up Period under Section 2(a) of this Agreement).

• In the event that any Additional Merger Consideration is paid by the Company to holders of Common Stock pursuant to Section 2.02 of the Merger Agreement as of a record date subsequent to the purchase from a Xxxxxx Stockholder of any Note Shares pursuant to this Article 1, the Parent shall pay or cause the Company to pay to such Xxxxxx Stockholder in cash an amount per Note Share equal to the amount of Additional Merger Consideration per share of Common Stock so paid by the Company.

• Each holder of a Company Warrant who has not exercised or cancelled such Company Warrant prior to the Effective Time shall receive the right to receive the Company Warrant Cash-Out Amount and such holder’s share of the Additional Merger Consideration, if any, and the Net Revenue Earnout Payment, if any, in accordance with such holder’s Percentage Share for Company Warrants, which amount shall be payable in accordance with this Article II.

• All shares of Common Stock converted into the right to receive the Common Stock Per Share Amount, plus the Additional Merger Consideration, if any, plus the Net Revenue Earnout Payment, if any, pursuant to this Section 2.1.2 shall no longer be outstanding and shall automatically, without any action on the part of the holders thereof, be cancelled and shall cease to exist after the Effective Time.

More Definitions of Additional Merger Consideration

Additional Merger Consideration means, as of any date of determination, without duplication, any purchase price adjustments arising under Section 1.12 payable to the Participating Securityholders (including, if applicable, the Escrow Excess Amount) and any amount released to the Paying Agent and the Surviving Company for further distribution to the Participating Securityholders pursuant to Section 9.08(b) and Section 9.08(c), plus the amount, if any, of the Seller Representative Amount returned to the Participating Securityholders by the Seller Representative pursuant to Section 1.07.

Additional Merger Consideration means, as of any date of determination, without duplication, any purchase price adjustments arising under Section 2.10 payable to the Securityholders and any amounts payable to the Securityholders pursuant to Section 2.14.

Additional Merger Consideration means, as of any date of determination, without duplication, the sum of: (i) the portion of the Escrow Amount paid or payable to the Stockholders and Optionholders pursuant to this Agreement and the Escrow Agreement, plus (ii) any consideration paid or payable to the Stockholders and Optionholders pursuant to Section 1.07, plus (iii) the portion of the Representative Holdback Amount paid or payable to the Stockholders and Optionholders pursuant to this Agreement, plus (iv) the portion of the Permitted Disposition Proceeds paid or payable to the Stockholders and Optionholders pursuant to Section 7.02, plus (vi) any other consideration paid or payable to the Stockholders and Optionholders pursuant to this Agreement (other than the Closing Merger Consideration).

Additional Merger Consideration means, as of any date of determination, without duplication, the sum of (a) the portion of the Escrow Amount and Administrative Expense Amount paid or payable to the Equityholders pursuant to this Agreement, plus (b) any adjustments arising pursuant to Section 3.04(e) payable to the Equityholders, plus (c) any amounts paid or payable to the Equityholders pursuant to Section 6.11 of this Agreement, plus (d) any other consideration paid or payable to the Equityholders pursuant to this Agreement after the Closing.

Additional Merger Consideration means any amounts payable to the Equityholders and the PIP Holders pursuant to this Agreement following the Closing Date, including pursuant to Section 3.10(c) (Merger Consideration Adjustment) and Section 10.3(e) (Release of Equityholders’ Representative Expense Funds).

Additional Merger Consideration means, as of any date of determination, without duplication, the sum of the Final Working Capital Excess, Escrow Funds and Securityholder Representative Retention Amount and any other amounts, in each case, paid or payable to the Effective Time Holders.

Additional Merger Consideration means, as of any date of determination, the sum of (a) the portion of the Adjustment Escrow Funds paid or payable to the Equity Holders, plus (b) any Excess Amount paid or payable to the Equity Holders, plus (c) any Tax refund paid by the Company to the Representative pursuant to Section 10.1(f).