Total Merger Consideration. For all purposes of this Agreement, the term “Total Merger Consideration” shall mean, (i) Enterprise Value, plus (ii) the Company Closing Cash, minus (iii) the Company Closing Debt, minus (iv) any Company Merger Expenses which remain unpaid as of the Closing Date, plus (v) the amount (if any) by which (A) the Closing Net Working Capital exceeds (B) the Net Working Capital Target by an amount greater than $100,000, minus (vi) the amount (if any) by which (A) the Net Working Capital Target exceeds (B) the Closing Net Working Capital by an amount greater than $100,000.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (MINDBODY, Inc.)