Aggregate Merger Consideration Sample Clauses
Aggregate Merger Consideration. 3 Agreement................................................................. 1
Aggregate Merger Consideration. “Aggregate Merger Consideration” shall mean the aggregate number of shares of Parent Common Stock and Parent Series D Preferred Stock (on an as converted basis) issuable, pursuant to Sections 1.5, 1.6 and 1.7 to holders of Company Common Stock outstanding immediately prior to the Effective Time, holders of Company Preferred Stock outstanding immediately prior to the Effective Time, holders of Company Common Warrants (assuming full exercise of all Company Common Warrants) outstanding immediately prior to the Effective Time, holders of Company Preferred Warrants (assuming full exercise of all Company Preferred Warrants) outstanding immediately prior to the Effective Time, holders of Company Options (assuming full vesting and exercise of all Company Options) outstanding immediately prior to the Effective Time and Company Options unissued but available for issuance pursuant to the Company Option Plan immediately prior to the Effective Time, in each case, prior to any contributions to the Escrow Fund and adjustments pursuant to Section 1.13.
Aggregate Merger Consideration. The aggregate merger consideration payable for the issued and outstanding membership interest in Target (the “Merger Consideration”) shall be 2,500,000 restricted shares of common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”). The issuance of the Purchaser Common Stock will not be registered.
Aggregate Merger Consideration. In the event the Closing is effected, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any securityholder of the Company:
(i) each share of Company Common Stock (other than Dissenting Shares (as defined herein)) outstanding as of immediately prior to the Effective Time shall be converted into the right to receive:
(1) at the Closing, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the Per Share Initial Consideration;
(2) provided that the Final Merger Consideration is greater than the Preliminary Merger Consideration, at the time of the determination of the Final Merger Consideration, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the Per Share Adjustment Consideration;
(3) upon the satisfaction of the First Target Reserve Consideration Conditions, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to (i) the Per Share First Target Reserve Consideration, plus (ii) the Per Share First Target Additional Reserve Consideration, minus (iii) in the event the Final Merger Consideration is less than the Preliminary Merger Consideration, the Per Share Adjustment Consideration;
(4) upon the satisfaction of the Second Target Reserve Consideration Conditions, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to (i) the Per Share Second Target Reserve Consideration, plus (ii) Per Share Second Target Additional Reserve Consideration, plus (iii) the Per Share Contingent Consideration, minus (iv) in the event the Final Merger Consideration is less than the Preliminary Merger Consideration, the Per Share Adjustment Consideration (excluding the amount of any such Per Share Adjustment Consideration previously deducted pursuant to Section 1.8(a)(i)(3)); and
(5) upon release pursuant to the terms of the Escrow Agreement (as defined herein), an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the Per Share Initial Escrow Amount and the Per Share Adjustment Escrow Amount, provided that such amounts shall be subject to reduction, if any, to satisfy the indemnification obligations set forth in the Escrow Agreement and Section 8 of this Agreement.
(ii) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Survivi...
Aggregate Merger Consideration. The Available Cash and Aggregate Merger Consideration shall have been finally determined in accordance with Section 2.1 of this Agreement.
Aggregate Merger Consideration. The aggregate consideration to be received by Shareholder, as the sole shareholder of the Company's common stock, par value $0.01 per share ("Company Stock"), in connection with the Reverse Merger shall be the following (collectively, the "Merger Consideration"):
Aggregate Merger Consideration. The aggregate consideration payable to the Stockholders (excluding the stockholder of CVC and including the Xxxxx Stockholders (as defined in Section 1.2(b)(ii)(B)(I)), in the event the Xxxxx Merger occurs) in connection with the Mergers and the Interest Sale (as defined in Section 1.3(a) herein) (collectively, the "AGGREGATE MERGER CONSIDERATION"; references herein to a Person's individual portion of the Aggregate Merger Consideration are referred to as such Person's "MERGER CONSIDERATION") shall be 16,350,491 shares of duly authorized, validly issued, fully paid and nonassessable shares of UbiquiTel Parent's common stock, par value $0.0005 per share (the "UBIQUITEL STOCK"), plus any additional shares of UbiquiTel Stock required to be allocated hereunder pursuant to Section 1.4, along with any dividends or distributions thereon after the Effective Date.
Aggregate Merger Consideration. Prior to adjustment pursuant to Section 2.3, and subject to Section 2.2(e) and Section 2.2(f), the aggregate merger consideration payable for the issued and outstanding Company Units and Options (the “Merger Consideration”) shall be (i) cash in an amount equal to $75,000,000 (the “Base Cash Consideration”), plus (ii) 1,850,000 EBS Master Units (the “Base EBS Master Units”). The Merger Consideration will be payable to the Company Members in the manner provided in Section 2.2(c) below.
Aggregate Merger Consideration. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall the Aggregate Merger Consideration exceed $102,500,000.
Aggregate Merger Consideration. (a) The aggregate consideration to be paid in the Merger for the Outstanding Shares (the "Aggregate Merger Consideration") shall be an amount in cash equal to Two Hundred Thirty-Five Million Dollars ($235,000,000) plus Cash on Hand plus any amounts paid pursuant to Section 2.8(b), 2.8(c) or 2.8(d) below, less the sum of (i) the Indebtedness Payment plus (ii) the 1997 Debenture Payment plus (iii) the 1998 Debenture Payment plus (iv) the Option Payments plus (v) the LCG Transaction Expenses (each of the foregoing terms as defined in Section 2.8(e) below). The "Adjusted Merger Consideration" shall be an amount equal to the Aggregate Merger Consideration less the Escrow Payment.
(b) Notwithstanding the foregoing, the amount of the Aggregate Merger Consideration shall be subject to the following terms and conditions:
(i) If, prior to the Closing, LCG or the LCG Subsidiaries have consummated the transactions contemplated by that certain Asset Purchase Agreement - KVBC-FM and KRNV-FM dated November 21, 1999 by and among EXCL Communications, Inc., Sunbelt Communications Company, Sierra Radio Company and Radio News Company (the "Nevada Asset Acquisition"), the Aggregate Merger Consideration shall be increased by Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000), less any amounts paid pursuant to clause (v) of this Section 2.8(b).
(ii) If, prior to the Closing, LCG or the LCG Subsidiaries have consummated the transactions contemplated by that certain Stock Purchase Agreement dated November 21, 1999 by and among EXCL Communications, Inc., Xxxxxxx X. Xxxxxx, Xxxxxxxx Xxxxxx Cell and Xxxxx X. Xxxxxx (the "Nevada Stock Acquisition" and collectively with the Nevada Asset Acquisition, the "Nevada Acquisitions"), the Aggregate Merger Consideration shall be increased by Three Million Two Hundred Fifty Thousand Dollars ($3,250,000).
(iii) If, prior to the Closing, the transactions contemplated by the Nevada Acquisitions have not been consummated and the aggregate amount which has been deposited by LCG or any LCG Subsidiary as an xxxxxxx money deposit pursuant to the Nevada Acquisitions has not been returned to LCG or any LCG Subsidiary, the Aggregate Merger Consideration shall be increased by such amount.
(iv) The Aggregate Merger Consideration shall be increased by (a) the actual aggregate amount of out-of-pocket costs and expenses incurred by LCG or any LCG Subsidiary in connection with the Nevada Acquisitions and (b) the actual direct operating losses incu...