Common use of Calculation of Merger Consideration Clause in Contracts

Calculation of Merger Consideration. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall pay, or cause to be paid, with respect to the Common Stock and Options, an aggregate amount in cash (the “Merger Consideration”) equal to: (i) $800,000,000.00 (the “Base Purchase Price”); (ii) plus the Net Working Capital Adjustment; (iii) plus the Closing Cash; (iv) minus the Closing Indebtedness; (v) minus the Closing Company Transaction Expenses; and (vi) minus the Administrative Expense Amount. After the Effective Time, the Merger Consideration shall be subject to the Merger Consideration Adjustment pursuant to ‎Section 2.8.