Cash Portion of the Merger Consideration definition

Cash Portion of the Merger Consideration means $2,000,000 payable to the Stockholder as Merger Consideration.
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Cash Portion of the Merger Consideration means any cash payable to the Stockholders as Merger Consideration.
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Cash Portion of the Merger Consideration has the meaning set forth in Section 2.2.
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Examples of Cash Portion of the Merger Consideration in a sentence

  • To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Cash Portion of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payment.

  • Parent shall have, as of the Closing Date, sufficient funds on hand, and has sufficient funds on hand or committed financing, as of the date hereof, in each case with which to pay the Cash Portion of the Merger Consideration and consummate the transactions contemplated by this Agreement.

  • Prior to the Effective Time, Parent shall issue and cause to be deposited with the Exchange Agent cash in an amount sufficient to pay the aggregate Cash Portion of the Merger Consideration payable in connection with the Merger (it being understood and agreed, for the avoidance of doubt, that Parent shall not be required to deposit any of the funds related to any CVR with the CVR Rights Agent unless and until such deposit is required pursuant to the terms of the CVR Agreement).

  • The Cash Portion of the Merger Consideration payable in respect of each share of Company Common Stock validly tendered and not withdrawn pursuant to the Offer or any subsequent offering period contemplated by Section 1.1(e) hereof shall be paid to the holder thereof in cash, subject to reduction only for any applicable federal back-up withholding or other Taxes required by Legal Requirement to be withheld or deducted.

  • Parent shall have, as of the Closing Date, sufficient funds on hand with which to pay the Cash Portion of the Merger Consideration and consummate the transactions contemplated by this Agreement.

  • The “Merger Consideration” is the aggregate consideration comprised of (i) the Cash Portion of the Merger Consideration, (ii) the Stock Portion of the Merger Consideration, and (iii) the Note Portion of the Merger Consideration.

  • The funds provided by the Financing, together with Parent’s cash on hand (as of the Effective Time), will be sufficient to fully fund the Cash Portion of the Merger Consideration.

  • Each Company Option with an exercise price per share equal to or in excess of the Cash Portion of the Merger Consideration shall be canceled upon the Acceptance Time without further consideration therefor.

  • No later than the Effective Time, EWBC shall deposit with the Exchange Agent, the Stock Portion and the Cash Portion of the Merger Consideration (the “Exchange Fund”).

  • No interest will be paid or accrued on any Cash Portion of the Merger Consideration or any cash in lieu of fractional shares of Parent Series B Preferred Stock or on any unpaid dividends or distributions payable to holders of Certificates.


More Definitions of Cash Portion of the Merger Consideration

Cash Portion of the Merger Consideration has the meaning set forth in Section 3.01(a). “Cash Portion of the Per Share Closing Merger Consideration” shall be equal to (x) the Cash Portion of the Merger Consideration divided by (y) the number of Fully-Diluted Company Shares.
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Cash Portion of the Merger Consideration has the meaning specified in Section 1.1(c).
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Related to Cash Portion of the Merger Consideration

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).