Merger Payment definition

Merger Payment means an amount equal to: (SA x BA x NSP) + (PV x NSP) where: SA = the Supplemental Amount; BA = the Base Amount immediately prior to consummation of the Reorganization Event; NSP = the Non-Stock Percentage; and PV = the present value on the Reorganization Termination Date, as determined by the Calculation Agent using the Interpolated LIBOR Rate, of a payment on the Maturity Date of an amount equal to the product of (A) the Base Amount immediately prior to consummation of the Reorganization Event, times (B) the Reference Price.
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Merger Payment means Three Hundred and Fifty Thousand Dollars ($350,000) payable in cash by wire transfer of immediately available funds to a bank account designated by the Owner.
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Merger Payment means One Hundred and Fifty Thousand Dollars ($150,000), allocated 70% to the Majority Owner and 30% to the Minority Owner, payable in cash by wire transfer of immediately available funds to the bank accounts designated by the Majority Owner and Minority Owner.
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Examples of Merger Payment in a sentence

  • Please consult your tax adviser to determine how these rules apply to you.General InstructionsFor U.S. federal income tax purposes, your portion of the Merger Payment may be treated either as a dividend or as a payment of proceeds from a sale or exchange of your Target shares.

  • One influential line of thought aims to avoid a true beginning of time, by eliminating the big bang or extending through it.

  • On the Closing Date, Hightimes shall have delivered the Merger Payment and issued the Merger Shares to Owners.

  • NCAD’s ISAR is commendably candid in its address of (1) gaps in the policy framework, (2) areas for improvement in procedures, and (3) the context through which these issues are being explored and addressed.

  • Please note that if there has not been a reduction in your potential proportionate interest as reflected in the comparison of your actual interest in Acquirer common stock immediately after the Merger with your potential interest (and you do not meet the requirements of Part B), then your portion of the Merger Payment will be treated as a dividend, not as a payment of proceeds of a sale or exchange of Target shares.

  • Accordingly, the parties agree that the Merger Payment may need to be adjusted following the examination described in Section 8.6(a) in the manner provided in this Section 8.6(b) and Section 8.6(c).

  • The Payment Fund shall not be used for any purpose other than to pay the Closing Merger Payment.

  • You will, upon request, execute and deliver any additional documents necessary or desirable to complete the exchange of such Certificates for the Merger Payment.

  • Payments made to undocumented customers will be treated as dividends and will be subject to 30% withholding.Part CDividendBeneficial Owner's portion of the Merger Payment should be treated for U.S. federal income tax purposes as a dividend.*Please note, only Beneficial Owners that are properly documented for U.S. tax withholding purposes are entitled to reduced treaty rates (if applicable).

  • Merger Payment Statement" shall mean a letter of transmittal in a form mutually acceptable to Briggs and GPP.


More Definitions of Merger Payment

Merger Payment means the cash payment of $0.50 per share of Common Stock, without interest.
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Merger Payment means the sum of the Merger Consideration and the Series A Payment. “Merger Sub” shall mean Autobytel Bedrock Corp., a Delaware corporation.
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Merger Payment means the cash payment due to shareholders and stock option holders of the Company entitled to receive such payment for their shares of the Company's capital stock and options to purchase capital stock, respectively, at the effective time of the Merger in accordance with the Merger Agreement.
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Merger Payment means that portion of the Purchase Price allocated to the STI Shares in accordance with Section 9.2. For the avoidance of doubt, the Merger Payment is a component of the Purchase Price and nothing in this definition or Section 1.6 shall require any payment to the Seller or any other member of the Seller Group in excess of the Purchase Price.
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Merger Payment means the sum of the Merger Consideration and the Series A Payment.
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Merger Payment means the sum of the Initial Payment and any and all Contingent Payments.
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Related to Merger Payment

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

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

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

  • 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).

  • CVR Payment Amount has the meaning set forth in Section 2.4(a).

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

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

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

  • Cash Payment has the meaning set forth in Section 2.03(b)(iii) below.

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

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

  • Cash Exchange Payment means with respect to a particular Call Exchange for which the Corporation has elected to make a Cash Exchange Payment in accordance with SECTION 2.1 of this Agreement or a particular Put Exchange for which the Shareholder has elected to receive a Cash Exchange Payment (and such Cash Exchange Payment is capable of being made) in accordance with SECTION 2.2 of this Agreement:

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

  • Cash Merger has the meaning set forth in Section 5.04(b)(ii).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • 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.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Delta Payment means as it is described in this Agreement.

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

  • 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.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.