Final Adjusted Merger Consideration definition

Final Adjusted Merger Consideration means (i) the Final Merger Consideration minus (ii) the amount, if any, reserved in the Representative Holdback Amount pursuant to Section 10.19(b) as determined in good faith by the Representative at the time of determination of the Final Adjusted Merger Consideration.
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Final Adjusted Merger Consideration means (x) if the Estimated Closing Net Working Capital was less than the Target Working Capital Amount, the Estimated Adjusted Merger Consideration plus the lesser of (1) the amount by which the Actual Closing Net Working Capital is greater than the Estimated Closing Net Working Capital and (2) the amount by which the Target Working Capital Amount is greater than the Estimated Closing Net Working Capital and (y) if the Estimated Closing Net Working Capital was equal to or greater than the Target Working Capital Amount, the same amount as the Estimated Adjusted Merger Consideration.
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Final Adjusted Merger Consideration means (i) the Final Merger Consideration minus (ii) the amount, if any, reserved in the Representative Holdback Amount pursuant to Section 11.18(b) as determined in good faith by the Representative at the time of determination of the Final Adjusted Merger Consideration.
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Examples of Final Adjusted Merger Consideration in a sentence

  • From and after the Effective Time, until surrendered as contemplated by this Section 2.8(c), each Company Table of Contents Stock Certificate formerly representing shares of Company Capital Stock shall be deemed to represent for all purposes only the right to receive the applicable Final Adjusted Merger Consideration, if any, in respect of such shares of Company Capital Stock formerly represented thereby in accordance with the terms of this Agreement and in the manner provided herein.

  • Notwithstanding anything to the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Representative Expense Amount.

  • Notwithstanding anything to the contrary set forth in this Agreement, Parent shall be entitled to withhold from the aggregate Final Adjusted Merger Consideration otherwise payable to holders of Company Common Stock in the Merger pursuant to Section 2.7(b)(i) an amount of cash equal to the Company Stockholder Escrow Amount.

  • On the Closing Date, Parent will have sufficient funds to pay the aggregate Final Adjusted Merger Consideration payable in respect of shares of Company Capital Stock in the Merger pursuant to this Agreement.

  • Parent and the Company each acknowledge that such Damages, if any, would relate to unresolved contingencies existing at the Effective Time, which if resolved at the Effective Time would have led to a reduction in the Final Adjusted Merger Consideration that Parent would have paid in connection with the Merger.

  • Such payment is expressly conditioned upon the execution and delivery of a Stockholder Transmittal Letter properly completed and duly executed by such Company Stockholder, and (B) the number of shares of Parent Class A Common Stock issuable upon exercise, and the exercise price, of each Assumed Option then outstanding shall be adjusted and recalculated in the manner contemplated by Section 2.7(c)(i) to reflect the Option Exchange Ratio derived from the Final Adjusted Merger Consideration.

  • The Indemnifying Parties, the Representative and Parent agree to treat (and cause their affiliates to treat) any payments received pursuant to Section 8.2 as adjustments to the Final Adjusted Merger Consideration for all Tax purposes, to the maximum extent permitted by Legal Requirements.

  • Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, in no event shall the aggregate consideration paid or payable in respect of all equity securities of the Company exceed the Final Adjusted Merger Consideration as finally determined pursuant to Section 2.11.


More Definitions of Final Adjusted Merger Consideration

Final Adjusted Merger Consideration shall have the following meaning:
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Final Adjusted Merger Consideration means (i) the Adjusted Merger Consideration plus (ii) any Additional Merger Consideration.
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Final Adjusted Merger Consideration has the meaning set forth in Section 2.11(e).
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Related to Final Adjusted Merger Consideration

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Total 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).

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Base Merger Consideration has the meaning set forth in Section 3.1(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • 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));

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • 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.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Non-Cash Consideration means consideration in a form other than cash.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.