Estimated Merger Consideration Amount means, as determined five business days prior to the anticipated closing date of the transactions,

Estimated Merger Consideration Amount means, as determined five business days prior to the anticipated closing date of the transactions, (a) the Base Merger Consideration Amount minus (b) the amount, if any, by which the estimated total net debt exceeds the Target Total Net Debt plus (c) the amount, if any, by which the Target Total Net Debt exceeds the estimated total net debt, plus (d) the amount, if any, by which the estimated closing net working capital exceeds the Target Net Working Capital, minus (e) the amount, if any, by which the Target Net Working Capital exceeds the estimated closing net working capital;

Estimated Merger Consideration Amount means (a) the Base Merger Consideration Amount, minus (b) the amount (if any) by which Estimated Total Net Debt exceeds the Target Total Net Debt, plus (c) the amount (if any) by which Target Total Net Debt exceeds Estimated Total Net Debt, plus (d) the amount (if any) by which Estimated Closing Net Working Capital exceeds the Target Net Working Capital, and minus (e) the amount, if any, by which Target Net Working Capital exceeds Estimated Closing Net Working Capital.

Examples of Estimated Merger Consideration Amount in a sentence

Parent may submit any questions or objections in writing to the Company until 5:00 p.m. Eastern Time on the Business Day prior to the anticipated Closing Date and the Company will cooperate in good faith with Parent to revise the Estimated Merger Consideration Amount to reflect the mutual agreement of the Company and Parent.
The Base Merger Consideration will be (i) increased at a rate of one NV Parent Common Share for each $10 increment that Estimated Merger Consideration Amount is greater than the Base Merger Consideration Amount and (ii) decreased at a rate of one NV Parent Common Share for each $10 increment that the Estimated Merger Consideration Amount is less than the Base Merger Consideration Amount (such adjusted Base Merger Consideration, the “ Merger Consideration”).

More Definitions of Estimated Merger Consideration Amount

Estimated Merger Consideration Amount means an amount equal to: (a) $45,000,000, plus (b) the aggregate cash exercise price payable upon the exercise in full of all Vested Stock Options outstanding and unexercised immediately prior to the Effective Time, plus (c) the Estimated Closing Cash, minus (d) the Estimated Closing Indebtedness, minus (e) the Estimated Unpaid Company Transaction Expenses, minus (f) the Estimated Closing Working Capital Adjustment Amount.

Related to Estimated Merger Consideration Amount

Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).
Merger Consideration has the meaning set forth in Section 3.1(a).
Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).
Closing Merger Consideration has the meaning set forth in Section 2.02
Cash Merger Consideration has the meaning set forth in Section 2.2(a).
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Base Merger Consideration has the meaning set forth in Section 3.1(a).
Closing Cash Consideration has the meaning set forth in Section 2.02.
Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Per Share Merger Consideration has the meaning set forth in Section 3.1(a).
Cash Consideration has the meaning set forth in Section 2.2.
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Closing Cash Amount shall have the meaning set forth in Section 2.8(b).
Closing Payment Amount will have the meaning set forth in Section 1.3(a).
Earnout Consideration has the meaning set forth in Section 2.6 below.
Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).
Non-Cash Consideration means consideration in a form other than cash.
Earn-Out Consideration is defined in Section 2.5(c).
Stock Consideration has the meaning set forth in Section 2.01(c).
Closing Payment has the meaning set forth in Section 2.2(a).
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Purchase Price Adjustment Escrow Amount means $500,000.

Estimated Merger Consideration Amount definition

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