Adjusted Cash Consideration definition

Adjusted Cash Consideration means the cash consideration adjusted according to Article 3.2 and Article 4.2 hereof.

Adjusted Cash Consideration has the meaning set forth in Section 2.3(a).

Adjusted Cash Consideration means the Adjusted Total Consideration Value multiplied by the Cash Percentage.

Examples of Adjusted Cash Consideration in a sentence

• If the Adjusted Cash Consideration finally determined is less than the Consideration, then the Vendor shall be liable to pay to the Company an amount in cash equal to such shortfall.

• If the Adjusted Cash Consideration finally determined is greater than the Consideration, then the Company shall be liable to pay to the Vendor an amount in cash equal to such excess.

• The Exchange Agent shall receive, for the benefit of holders of shares of Company Capital Stock and Cash-Out Warrants, the aggregate Merger Aggregate Adjusted Cash Consideration to which holders of shares of Company Capital Stock and Cash-Out Warrants shall become entitled pursuant to Section 1.2(a)(i) and Section 1.2(a)(iv).

• Parent shall deposit the portion of the Merger Aggregate Adjusted Cash Consideration to which holders of Company Capital Stock and Cash-Out Warrants shall become entitled pursuant to Section 1.2(a)(i) and Section 1.2(a)(iv), in each case subject to Section 1.4 (the “Initial Payment Amount”), with the Exchange Agent at or immediately following the Effective Time.

• Notwithstanding anything to the contrary in this ARTICLE I, at the Effective Time, Parent shall withhold the Holdback Amount from the Merger Aggregate Adjusted Cash Consideration otherwise payable to each Company Holder pursuant to Section 1.2 and/or the Company Liquidity Bonus Plan in accordance with each such Company Holder’s Pro Rata Portion.

More Definitions of Adjusted Cash Consideration

Adjusted Cash Consideration shall have the meaning ascribed to such term in the WECU Contribution Agreement.

Adjusted Cash Consideration means the Base Cash Consideration minus the Cash Adjustment Amount.

Adjusted Cash Consideration is defined in Section 2.2(a).

Adjusted Cash Consideration means (i) the Initial Cash Amount, plus (ii) the Estimated Company Cash, minus (iii) the Estimated Company Debt, minus (iv) the Estimated Unpaid Company Transaction Expenses, plus (v) the amount (if any) by which Estimated Closing Working Capital exceeds Target Working Capital, minus (vi) the amount (if any) by which Target Working Capital exceeds Estimated Closing Working Capital.

Adjusted Cash Consideration means (I) $8,000,000, plus (II) any cash received by the Company upon the exercise of Company warrants to purchase common stock prior to the Effective Time, minus (III) the aggregate consideration paid to option and warrant holders at the Effective Time.

Adjusted Cash Consideration means: (a) if the Trading Price of the Ordinary Share is less than $12.00, an amount equal to the lesser of (i) $10,000,000 and (ii) the sum of (x) $6,000,000 and (y) the product of (A) 466,105 and (B) the amount by which $12.00 exceeds the Trading Price of the Ordinary Share; (b) if the Trading Price of the Ordinary Share is greater than $12.00, an amount equal to the greater of (i) $2,000,000 and (ii) the difference between (x) $6,000,000 and (y) the product of (A) 466,105 and (B) the amount by which the Trading Price of the Ordinary Share exceeds $12.00; and (c) if the Trading Price of the Ordinary Share equals $12.00, $6,000,000.

Adjusted Cash Consideration has the meaning set forth in Section 3.1(a)(i) of this Agreement.