Closing Merger Consideration definition

Closing Merger Consideration has the meaning set forth in Section 2.02

Closing Merger Consideration means the (i) the Enterprise Value, plus (ii) the Closing Cash, plus (iii) the aggregate exercise price of the Options and Warrants that are not exercised prior to the Effective Time to the extent that such amount is not included in the definition of Closing Cash, minus (iv) the Closing Company Indebtedness, and minus (v) the Transaction Costs.

Closing Merger Consideration means the Closing Cash Consideration plus the Closing Share Consideration.

Examples of Closing Merger Consideration in a sentence

• Any adjustments made pursuant to Section 3.6 shall constitute an adjustment to the Closing Merger Consideration (to the extent not required to be treated as interest under Section 1274 or 483 of the Code) for all purposes.

• If Parent fails to timely deliver the Closing Statement in accordance with this Section 2.9, then the Final Merger Consideration shall be deemed to equal the Closing Merger Consideration for all purposes hereunder.

• Upon fully completing, signing and returning this Letter of Transmittal, you will have the right to receive, in respect of each LP Unit you hold, a payment equal to the Per LP Unit Closing Merger Consideration (less applicable withholding taxes, if any).

• In the event that any holder of In-the-Money Options does not deliver an Optionholder Acknowledgement, the Company’s Board of Directors will use its reasonable discretion in allocating the Aggregate Closing Merger Consideration among the holders of Shares, Company RSUs and In-the-Money Options based on the methodologies set forth on the Waterfall Schedule in order to reflect any holder of In-the-Money Options not delivering an Optionholder Acknowledgement.

• Each certificate that, before the Effective Time, represented shares of Preferred Stock or shares of Common Stock will, from and after the Effective Time, for all purposes, evidence only the right to receive the applicable portion of the Closing Merger Consideration and Post-Closing Payments, if any, as described in Article III.

More Definitions of Closing Merger Consideration

Closing Merger Consideration has the meaning specified in Section 3.01(a).

Closing Merger Consideration has the meaning set forth in Section 1.4(a).

Closing Merger Consideration means an amount (not less than zero) equal to (a) the Base Merger Consideration plus (b) the Closing Adjustment Amount (which amount will be subtracted if a negative number) minus (c) the Company Transaction Costs.

Closing Merger Consideration means the number of shares of Parent Common Stock equal to the quotient obtained by dividing (i) the Final Adjusted Closing Merger Consideration Amount by (ii) the Closing Price (rounded down to the nearest whole share of Parent Common Stock).

Closing Merger Consideration means an amount equal to, subject to adjustment as provided in Article 2, (a) the sum of (i) the Base Price; (ii) the Estimated Company Cash; and (iii) the Estimated Working Capital Overage, if any; minus (b) the sum of (i) Estimated Company Indebtedness; (ii) the Estimated Company Expenses; (iii) the Estimated Working Capital Underage, if any; and (iv) the Escrow Amount.

Closing Merger Consideration means the Merger Consideration less the Adjustment Escrow Deposit;

Closing Merger Consideration means the Merger Consideration, minus the Maximum Milestone Payments, and minus the Holdback Amount.