Closing Date Merger Consideration definition

Closing Date Merger Consideration means the Merger Consideration, less the Escrow Amount.

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Closing Date Merger Consideration has the meaning set forth in Section 3.1.

Closing Date Merger Consideration means $14,000,000, less the amount of Closing Company Indebtedness, Closing Company Transaction Expenses and the Stockholders’ Representative Fund, plus the amount of Closing Company Cash, in each case, as reflected on the Closing Statement.

Examples of Closing Date Merger Consideration in a sentence

The Representative and Parent shall, and Parent shall cause the Group Companies, and each of its and their representatives to, reasonably cooperate and assist in any review by the Accounting Referee of the Closing Statement and the calculations of the Closing Date Merger Consideration.
By no later than 1 Business Day prior to the Effective Time, Parent shall deposit with the Exchange Agent sufficient shares of Parent Common Stock to pay the aggregate Closing Date Merger Consideration (the “Payment Fund”).
For the avoidance of doubt, unless the Representative otherwise agrees in writing, Parent may not amend, adjust, supplement or modify the Closing Statement or the amount of Closing Date Merger Consideration following its delivery to the Representative.
At the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent: (A) certificates representing the shares of Parent Stock to be issued as Closing Date Merger Consideration (or make appropriate alternative arrangements if uncertificated shares of Parent Stock represented by book-entry shares will be issued); and (B) cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.1(f).
The Merger Consideration shall be adjusted following the Closing based on the difference between the Final Closing Date Merger Consideration (as determined in accordance with this Section 1.10) and the Estimated Merger Consideration, if any, and payment shall be made in respect of any such post-Closing adjustment as set forth in Section 1.10(e).

More Definitions of Closing Date Merger Consideration

Closing Date Merger Consideration has the meaning set forth in Section 2.9.

Closing Date Merger Consideration means an amount equal to the Merger Consideration minus the Closing Date Escrow Amounts, minus the Secured Promissory Note and minus the Guaranteed Consideration.”

Closing Date Merger Consideration means an amount equal to (i) the Base Merger Consideration, plus (ii) Estimated Cash and Cash Equivalents, plus (iii) the Aggregate Option Exercise Amount, plus (iv) the amount, if any, by which Estimated Working Capital exceeds the Target Working Capital, minus (v) the amount, if any, by which Estimated Working Capital is less than the Target Working Capital, minus (vi) Estimated Closing Date Company Indebtedness, minus (vii) Estimated Joint Venture Indebtedness, minus (viii) Estimated Seller Expenses, minus (ix) the CMS Overpayment Liability, plus (x) the Mesa Receivable Amount.

Closing Date Merger Consideration means the shares of Parent Stock issuable as the Merger Consideration less the Holdback Shares and less the Stockholder Representative Fund Shares.

Closing Date Merger Consideration means, collectively, the Cash Merger Consideration and the Common Stock Merger Consideration.

Closing Date Merger Consideration means an amount equal to (a) the Net Purchase Price, plus (b) the Estimated Cash Amount, plus (c) the amount (if any) by which the Estimated Net Working Capital is greater than the Target Net Working Capital, minus (d) the amount (if any) by which Estimated Net Working Capital is less than the Target Net Working Capital, minus (e) the Estimated Transaction Expenses and minus (f) the Estimated Company Indebtedness.

Closing Date Merger Consideration means the Initial Merger Consideration less the Shareholder Representatives’ Holdback.

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