Maximum Merger Consideration Clause Samples
The Maximum Merger Consideration clause sets an upper limit on the total value or amount that can be paid to shareholders or stakeholders as part of a merger transaction. In practice, this means that regardless of adjustments for working capital, debt, or other post-closing calculations, the aggregate consideration distributed cannot exceed the specified cap. This clause is essential for providing certainty to both parties by preventing unexpected increases in the purchase price, thereby managing financial risk and ensuring predictability in the transaction.
Maximum Merger Consideration. For the avoidance of doubt:
(A) Subject to Section 4.5, the Mixed Election Cash Consideration shall not exceed (1) in the event that Parent shall not have made the Cash Top-Up Election, $63.00 or (2) in the event that Parent shall have made the Cash Top-Up Election, $66.38; and
(B) The aggregate amount of cash paid (not including cash paid pursuant to Section 4.2(e)), and the aggregate number of shares of Series C Common Stock issued, to all of the holders of Shares pursuant to this Section 4.1(a) shall not exceed the aggregate amount of cash that would have been paid, and the aggregate number of shares of Series C Common Stock that would have been issued, to all of the holders of Shares had the Mixed Election been made with respect to each Share.
Maximum Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration payable or distributable by Acquiror hereunder exceed the Total Consideration (with the shares of Acquiror Common Stock valued at the Acquiror Trading Price for purposes of this Section 1.8(i)).
Maximum Merger Consideration. In no event shall the shares of Acquiror Common Stock or Acquiror Preferred Stock issued pursuant to this Agreement exceed the Closing Share Consideration.
Maximum Merger Consideration. Section 1.8(b)............... 3 Merger..................................Section 1.1.................. 2
Maximum Merger Consideration. Parent shall not be required to pay any amount in excess of the Merger Consideration in the Merger, including any amounts payable to holders of Dissenting Shares.
Maximum Merger Consideration. The parties are satisfied that the Merger Consideration will in any event be less than Fifty Million Dollars ($50,000,000), taking into account all possible adjustments pursuant to this Agreement (including those contemplated by Section 1.7.1).
Maximum Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement and other than as a result of the Equity Bonus Grants and the Retention Equity Grants issued pursuant to Section 5.12 hereof, in no event shall the aggregate consideration paid or distributed by Acquiror hereunder to the Company Securityholders in the Merger exceed the Total Cash and the Total Acquiror Equity (together, the “Merger Consideration”).
Maximum Merger Consideration. Assuming that (i) there are no PB Dissenting Shares, (ii) there is no adjustment to the Exchange Ratio pursuant to Section 3.2 below, and (iii) the holders of PB Options exercise all of the PB Options prior to the Effective Time (and do so by paying the exercise price in cash), the holders of PB Common Stock shall have the right to receive, in the aggregate, a maximum of 773,009 shares of NCC Common Stock and a maximum of $3,275,465 in aggregate Per Share Cash Consideration as a result of the Merger.
Maximum Merger Consideration. The maximum Merger Consideration to ---------------------------- be paid by Parent pursuant to the Merger shall be equal to (i) 2,540,000 shares of Series E Preferred plus (ii) $40,000,000 in aggregate principal amount of Notes.
Maximum Merger Consideration. Except for the Earnout Shares, if any, issued in accordance with Section 3.07, in no event shall the shares of Acquiror Class A Common Stock issued pursuant to this Agreement exceed the Closing Share Consideration. In no event shall the amount of cash payable by Acquiror under this Agreement exceed an amount equal to the Closing Cash Consideration.