Aggregate Consideration. 6 Agreement...........................................1
Aggregate Consideration. (a) Notwithstanding anything herein to the contrary in no event will the aggregate consideration payable pursuant to this Article II to holders of Shares, Company RSUs and Company Stock Options be more than (or less than) (i) cash equal to the Equity Award Carveout Amount plus any cash payments from the exercise of Company Stock Options received by the Company between the date hereof and Closing and less any Dividend Equivalents paid in respect of Company RSUs between the date hereof and Closing Date (but not including any Dividend Equivalents paid on Company RSUs that vest as of the Effective Time), (ii) the Note Consideration and (iii) the Share Consideration.
(b) On the date that is two (2) Business Days prior to Closing, the Company will deliver to Parent an updated Waterfall Schedule containing calculations of (i) the Per Share Closing Cash Consideration, (ii) the Per Share Closing Note Consideration, (iii) the Per Share Closing Share Consideration, (iv) the aggregate dollar amount of Dividend Equivalents that will be paid at Closing, (v) the Recapitalization Option Cash Consideration, (vi) the Recapitalization Option Note Consideration, (vii) the Recapitalization Option Share Consideration and, if any Optionholder does not deliver an Optionholder Acknowledgement to the Company, (vii) the Option Cash Consideration, the Option Note Consideration and the Option Share Consideration. The Company shall also deliver to Parent confirmation that the aggregate amounts payable at Closing pursuant to this Article II to the holders of Shares, Company RSUs and Company Stock Options equals the consideration referenced in Section 2.5(a), and in the event the Company is unable to deliver such confirmation, the Company shall reasonably adjust the calculations referenced in the prior sentence in order to allow it to deliver such confirmation to Parent.
(c) The Company acknowledges and agrees that the Company is solely responsible for the calculation of the consideration referred to in this Article II, and that Parent shall have no responsibility or liability for any such calculation, other than to pay the amounts provided by the Company in Section 2.5(b) (which shall be no greater than the aggregate consideration referenced in Section 2.5(a).
Aggregate Consideration. Notwithstanding anything in this Agreement to the contrary, in no event will the aggregate amounts to be paid to the Holders pursuant to this Agreement with respect to shares of Company Capital Stock exceed (a) in respect of the amounts payable at the Closing, the Closing Merger Consideration and (b) in respect of the amounts payable thereafter, the portion of the Milestone Payments, if any, payable to the Holders.
Aggregate Consideration. Subject to the terms and conditions contained in this Agreement and the Termination and Mutual Release Agreement, at the Closing, Buyer shall pay to Seller an amount equal to Five Hundred Ninety-Eight Million Dollars ($598,000,000.00) (the “Closing Payment Amount”), which amount shall be subject to adjustment as provided in Section 3.3 below, by wire transfer of immediately available funds to the account designated in writing by Seller (the Closing Payment Amount, together with the aggregate amount of the Assumed Liabilities, sometimes being referred to herein as the “Aggregate Consideration”); provided, that, in the event that any Indebtedness remains outstanding under the Seller Senior Credit Facility as of the Closing Date, a portion of the Closing Payment Amount equal to the Pay-off Amount will be paid by Buyer for the account of Seller to the agent under the Seller Senior Credit Facility by wire transfer of immediately available funds to the account designated in the Pay-off Letter and such payment shall be deemed to constitute payment to Seller of a portion of the Closing Payment Amount equal to the Pay-off Amount.
Aggregate Consideration. For the avoidance of doubt, all payments made to Executive hereunder shall constitute the aggregate consideration payable to Executive by the Company or its Affiliates with respect to the subject matter hereof. “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.
Aggregate Consideration. The sum of the Alamo Consideration, the Alamo Canada Consideration, the Alamo Belgium Consideration, the Territory Blue Consideration, the Tower Consideration, the Green Corn Consideration, the Guy Xxxxxx Xxxsideration, the Alasys Consideration, the Tripperoo Consideration, the Rising Moon Consideration, the Alamo (Puerto Rico) Consideration, the Alamo Sales Consideration, the Fleet Consideration, the Alamo Leasing Consideration, the Alamo Automobile Consideration, the Alamo Shuttle Consideration, the Tower Restaurants Consideration, the Tower Food Consideration, the Corporate Planners Consideration, the Risk Management Consideration and the Partnership Consideration (the "Aggregate Consideration") shall be 22,123,893 shares of Republic Common Stock.
Aggregate Consideration. The aggregate consideration for all of the Capital Stock of the Company shall be as follows (subject to adjustment as set forth herein) (the “Merger Consideration”): (i) $20,000,000.00 payable in cash (the “Cash Consideration”), of which (a) $12,000,000.00 shall be paid at the Closing (the “Closing Cash Consideration”), (b) $1,000,000.00 shall be paid on each quarterly anniversary of the Closing Date for the first four quarters following the Closing (the “Quarterly Cash Consideration”) and (c) $4,000,000.00 shall be paid on the fifteen-month anniversary of the Closing Date (the “15-Month Cash Consideration” and together with the Quarterly Cash Consideration, the “Post-Closing Cash Consideration”); (ii) an amount of simple interest on the unpaid Post-Closing Cash Consideration from the Closing Date until the fifteen-month anniversary of the Closing Date, at a rate of six percent (6%) per annum, such interest payable in a lump sum on the fifteen-month anniversary of the Closing Date (the “Interest Payment”); and (iii) 1,794,455 shares of Buyer Common Stock (the “Equity Consideration”), of which (x) 717,782 shares of Buyer Common Stock shall be issued at the Closing (the “Non-Restricted Equity Consideration”), (y) 969,005 shares of Buyer Common Stock shall be issued at the Closing but subject to forfeiture as provided in Section 3.4(c) (the “NuCel Equity Consideration”) and (z) 107,668 shares of Buyer Common Stock shall be issued at the Closing but subject to forfeiture as provided in Section 3.4(d) (the “XxXx Equity Consideration” and together with the NuCel Equity Consideration, the “Restricted Equity Consideration”).
Aggregate Consideration. (a) The aggregate consideration to be delivered by the General Partner for the Contributable LLC Interests shall be the General Partner Limited Partnership Interest. The aggregate consideration to be delivered by Buyer for the Other LLC Interests shall be the Transaction Units. The General Partner Limited Partnership Interest and the Transaction Units are collectively referred to herein as the “Aggregate Consideration.” The Aggregate Consideration shall be deliverable in the manner described in Section 2.2(b).
(b) At the Closing:
(i) the General Partner shall issue to Seller the General Partner Limited Partnership Interest, which interest shall be issued on original issue and evidenced by the General Partner Partnership Agreement Amendment duly executed and delivered by the Managing General Partner; and
(ii) the Partnership shall issue to Seller the Transaction Units, which securities shall be issued on original issue and evidenced by a certificate or certificate duly executed and delivered by or on behalf of the Partnership.
Aggregate Consideration. The aggregate consideration paid to the Pillsbury Stockholder pursuant to this Agreement in connection with the Merger and to the Selling Affiliates for the Subsidiary Purchases shall consist of (a) the Purchase Price Shares and (b) the Additional Shares, if any, issued pursuant to Section 2.14 or 9.4(d)(ii) (collectively, the "Purchase Price"), subject to any adjustment to the Purchase Price pursuant to Section 2.13, 2.14 or 9.4(d)(i).
Aggregate Consideration. (a) Subject to the terms and conditions of this Agreement, in reliance upon the representations, warranties, covenants and agreements of Seller, the Seller Related Parties and Company set forth herein, and as consideration for the purchase and sale of the Shares, on and as of the Closing Date, the Purchaser agrees to pay and transfer to the Seller the following consideration (collectively, the “Aggregate Consideration”): (A) Twenty Eight Million Dollars ($28,000,000), as adjusted pursuant to Section 2.03(e) and reduced by the amounts described in Sections 2.03(a)(i) and 2.03(a)(ii) below (the “Cash Consideration” ), payable in the manner set forth below; (B) subject to Section 2.03(b), that number of shares of Purchaser Common Stock determined by dividing Two Million Dollars ($2,000,000) by the average market price at which shares of Purchaser’s registered common stock traded on the NASDAQ Global Market over the last ten (10) trading days immediately prior to the Closing Date (the “Closing Price”); (C) the amount, if any, determined pursuant to Section 2.03(d) below within the time frame set forth therein; and (D) the amounts, if any, determined pursuant to Section 6.05(f) and Section 6.05(k) below within the time frames set forth therein. On and as of the Closing Date, Purchaser will pay the Cash Consideration by wire transfer of immediately available funds to the recipients as designated in a flow of funds memorandum (with wire instructions for the below payments or instructions to pay certain amounts by check) prepared by the Seller and Company and reasonably acceptable to Purchaser (the “Flow of Funds Memorandum”) and containing the following:
(i) The amount of any Indebtedness (if any) that will be paid at Closing;
(ii) The amount of expenses payable by the Seller and the Company in connection with the consummation of the transactions contemplated hereby (e.g., payment to legal counsel, accountants and financial advisors) to the extent remaining unpaid as of the Closing; and
(iii) The Cash Consideration (less the amounts set forth in clauses (i) and (ii) above) to Seller.
(b) On the Closing Date, all of the shares of Purchaser Common Stock to be issued pursuant to Section 2.03(a)(B) above (the “Holdback Shares”) shall be held by Purchaser subject to a holdback agreement between the Seller Representative, Seller and Purchaser in the form attached hereto as Exhibit A (the “Holdback Agreement”) until the end of the fifteen (15) month period following the...
