Aggregate Stock Consideration Clause Samples

Aggregate Stock Consideration. Subject to the TAG Undertaking, upon and subject to the terms and conditions of this Agreement, on the Closing Date, the Acquiror shall issue the full amount of the Aggregate Stock Consideration, less the Holdback Shares, to TAG, subject to compliance with applicable Law. Upon the expiry of the Survival Period, as defined in Section 10.4(a), the Acquiror shall issue the Holdback Shares to TAG, and deliver such Holdback Shares pursuant to the terms of Section 10.4. Upon the written agreement of the parties hereto, the Acquiror may deliver all or a portion of the Aggregate Stock Consideration in the form of cash, pursuant to payment mechanisms to be mutually agreed.”

Aggregate Stock Consideration. If the Average Closing Price (as defined below) is less than the number obtained by multiplying the Average Initial Price (as defined below) by 0.80, then the number of shares of STXB Common Stock in the Aggregate Stock Consideration will be increased such that the value of the Aggregate Stock Consideration (valuing the Aggregate Stock Consideration based on the Average Closing Price) will be equal to the product of (A) the value of 2,100,000 shares of STXB Common Stock (valuing such shares based on the Average Initial Price) multiplied by (B) 0.80; provided, however, that the number of shares of STXB Common Stock in the Aggregate Stock Consideration shall not be increased by more than 82,000 shares. If the Average Closing Price is greater than the number obtained by multiplying the Average Initial Price by 1.20, then the number of shares of STXB Common Stock in the Aggregate Stock Consideration will be decreased such that the value of the Aggregate Stock Consideration (valuing the Aggregate Stock Consideration based on the Average Closing Price) will be equal to the product of (x) the value of 2,100,000 shares of STXB Common Stock (valuing such shares based on the Average Initial Price) multiplied by (y) 1.20; provided, however, that the number of shares of STXB Common Stock in the Aggregate Stock Consideration shall not be decreased by more than 51,000 shares.

Aggregate Stock Consideration. (a) Common Stock Merger Consideration. ---------------------------------

Aggregate Stock Consideration. The definition of “Aggregate Stock Consideration” contained in Section 1.1 of the Business Combination Agreement is hereby amended and restated in its entirety to read as follows:

Aggregate Stock Consideration. The aggregate value of the Company Common Shares contributed to NewCo by the Pre-Closing Holders in exchange for NewCo Common Shares pursuant to the Pre-Closing Reorganization shall be deemed to be equal to (x) the Company Equity Value, plus (y) the amount by which the Cash and Cash Equivalent Balance of the Target Companies exceeds $300,000,000, as set forth in the Company Certificate or, if applicable, the Revised Company Certificate, in each case delivered by the Company to SEAC pursuant to Section 2.2(e), less (z) the amount by which the Cash and Cash Equivalent Balance of the Target Companies is less than $300,000,000, as set forth in the Company Certificate or, if applicable, the Revised Company Certificate, in each case delivered by the Company to SEAC pursuant to Section 2.2(e) (the “Aggregate Stock Consideration”); provided, that in no event shall the Aggregate Stock Consideration exceed $4,850,000,000. The Aggregate Stock Consideration subscribed for by the Pre-Closing Holders shall be paid in NewCo Common Shares that shall be subscribed for at $10.00 per NewCo Common Share. The NewCo Common Shares that constitute the Aggregate Stock Consideration shall be allocated among the Pre-Closing Holders in the Pre-Closing Reorganization, in accordance with the Exchange Ratio, as set forth in the Illustrative Spreadsheet.