Merger Amount definition

Merger Amount means funds in an amount sufficient to consummate the Merger and to make all other payments and perform the other obligations of Parent and the Merger Subs contemplated by this Agreement to be consummated on the Closing Date, including the payment of the Adjusted Cash Consideration, any amounts required to repay any Indebtedness of the Company or any of its Subsidiaries that Parent elects to repay or cause to be repaid in connection with the transactions contemplated hereby and any Transaction Expenses of the Company or any of its Subsidiaries that Parent elects to pay or cause to be paid in connection with the transactions contemplated hereby.

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Merger Amount means an amount equal to the Annual Salary in effect immediately prior to the Date of Termination (without taking into account any reduction in Annual Salary that gives rise to, or could have given rise to, a claim for Good Reason).

Merger Amount means the funds necessary to consummate the Merger and to make all payments required to be made in connection therewith, including payment of the Per Share Merger Consideration, any payments made in respect of equity compensation obligations to be paid in connection with the transactions contemplated hereby, the payment of any debt required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger (including all Indebtedness of the Company and its Subsidiaries required to be repaid, redeemed, retired, cancelled, terminated or otherwise satisfied or discharged in connection with the Merger and the other transactions contemplated hereby) and all premiums and fees required to be paid in connection therewith and all other amounts to be paid pursuant to this Agreement and associated costs and expenses of the Merger.

Examples of Merger Amount in a sentence

Upon the reasonable request of the Company, Parent shall provide the Company information in reasonable detail about the status of its efforts to arrange the Financing contemplated by the Commitment Letter and any other financing and shall give the Company prompt notice of any fact, change, event or circumstance that is reasonably likely to have, individually or in the aggregate, a material adverse impact on the Financing necessary to pay the Merger Amount contemplated by the Commitment Letter.
In the event the full Series C Merger Amount for the outstanding shares of Series C Preferred is not paid to the holders of the Series C Preferred in accordance herewith, then the entire amount payable in respect of the Merger Event shall be distributed among the holders of the Series C Preferred in proportion to the number of shares of Series C Preferred held by each such holder.
The term “Commitment” means: (i) an amount equal to: $438,000,000; or (ii) such lesser amount as in the aggregate, together with the proceeds of the Debt Financing, suffices to fully fund the Offer Amount, the Merger Amount pursuant to, and in accordance with, the Merger Agreement (in which instance the Maximum Investor Commitment for each Investor shall be reduced accordingly to equal such Investor’s pro rata percentage of the aggregate amount of the lesser Commitment).
The Shareholders own beneficially and of record, free and clear of any lien or other encumbrance, all of the Shares as described on Exhibit 4.5 and, upon delivery and full payment of the Merger Amount for such Shares as provided in this Agreement, API will acquire good title to the Shares, free and clear of any lien or other encumbrance.
Parent shall pay the Outstanding Promissory Notes described in Section 4.2(n), provided, however, that the aggregate amount paid pursuant to the Outstanding Promissory Notes shall not exceed $11,000,000.00 when added to the Aggregate Merger Amount.
Notwithstanding anything to the contrary contained in this Article 8 and without limitation, ADAC may, in its sole discretion, exercise its rights under this Article 8 by proceeding directly against an Indemnitor, exercising its right of set-off against any Contingent Merger Amount or Contingent Payment Amount or seeking recovery from the Escrow Amount, in each case pursuant to the terms of this Agreement.
In such event, this Agreement will be amended by the parties hereto prior to Closing pursuant to Section 7.4 to increase the Total Dollar Merger Amount otherwise payable to the limited partners by the amount of such excess.
At the Effective Time, a number of shares of Parent Common Stock equivalent to 10% of the number resulting from the division of the Aggregate Merger Amount by the Designated Parent Stock Price (such shares being the "Indemnification Escrow Shares") shall be deposited into escrow pursuant to an Escrow Agreement in the form of Exhibit D (the "Indemnification Escrow Agreement").
At the Effective Time, a number of shares of Parent Common Stock equivalent to ten percent (10%) of the number resulting from the division of the Aggregate Merger Amount by the Designated Parent Stock Price (such shares being the "Indemnification Escrow Shares") shall be deposited into escrow pursuant to an Escrow Agreement in the form of Exhibit E (the "Indemnification Escrow Agreement").
The Aggregate Merger Consideration shall be $78,000,000 (the "Merger Amount") as adjusted upward or downward dollar for dollar to the extent that Net Working Capital (as defined below) as of the Closing is more positive or more negative than NEGATIVE $6,320,000 (the "Adjustment Amount").

More Definitions of Merger Amount

Merger Amount as defined in Section 2.1(b)(ii) of this Agreement. ------------- "Merger Consideration" -- as defined in Section 2.1(b)(ii) of this -------------------- Agreement.

Merger Amount means funds in an amount sufficient to consummate the Merger and to make all other payments and perform the other obligations of Parent and Merger Sub contemplated by this Agreement to be consummated on the Closing Date, including the payment of the Aggregate Base Cash Amount and any amounts required to repay any Indebtedness of Parent, the Company or any of their respective Subsidiaries that Parent elects to, or that Parent or the Company is required to, repay or cause to be repaid in connection with the transactions contemplated hereby.

Merger Amount shall be the sum of the "Stockholder Amounts" (as defined hereinbelow) for each individual who is a Target Stockholder on the Closing Date. The "Stockholder Amounts" shall be computed on a Target Stockholder-by-Target Stockholder basis. The "Stockholder Amount" with respect to a Target Shareholder is computed only with respect to those shares of Acquiror Common Stock received by the Target Stockholder as a result of the Merger (or the stock of another corporation received in exchange therefor as a result of the merger of Acquiror with any other corporation) that continue to be owned by such Target Stockholder on January 1, 1998 (the "Retained Shares"). The "Stockholder Amount" with respect to a Target Stockholder is computed based on the product of (i) the combined effective federal and state tax rate for individuals (based on federal capital gains tax rates and applicable state tax rates) in effect for transactions occurring on the Closing Date and (ii) the excess of (A) the fair market value on the Closing Date of the Retained Shares, computed based on the Acquiror Per Share Equity Value, over (B) such Target Stockholder's adjusted tax basis in such Retained Shares (the "Tax Amount"). The "Stockholder Amount" with respect to a Target Stockholder shall equal the value, computed based on an investment rate of 10%, of deferring the obligation to pay the Tax Amount for twelve (12) months, plus interest and penalties actually incurred by the Target Shareholder with respect to the Tax Amount.

Merger Amount shall have the meaning assigned that term in Section 7.2(a).

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