Limitation on Total Consideration Sample Clauses

Limitation on Total Consideration. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the aggregate cash consideration payable or allocable to Company Equity Holders pursuant to this Sections 1.5(c) and Section 4.7 exceed $200 million in cash (as such amount may be increased to reflect the Aggregate Exercise Prices and reduced to reflect any Excess Transaction Expenses or Excess Debt) (the “Maximum Cash Amount”) and in no event shall the aggregate number of shares of Ciena Common Stock payable or allocable to Company Equity Holders pursuant to this Sections 1.5(c) and Section 4.7 exceed 3,400,000 shares of Ciena Common Stock (as such amount may be reduced to reflect Excess Transaction Expenses and Excess Debt) (the “Maximum Stock Amount”). In the event the application of Sections 1.5(c) and 4.7 would result in the aggregate cash consideration payable or allocable to Company Equity Holders exceeding the Maximum Cash Amount or the aggregate number of shares of Ciena Common Stock payable or allocable to Company Equity Holders exceeding the Maximum Stock Amount, appropriate action shall be taken by the parties hereto, in accordance with applicable Laws, to adjust the payment or allocation of the Maximum Stock Amount and the Maximum Cash Amount (provided such adjustment does not increase the Maximum Stock Amount or Maximum Cash Amount) among the Company Equity Holders as is equitable under the circumstances (including, to the extent permitted by applicable Laws, liquidating a portion of the Maximum Stock Amount and applying the proceeds to the consideration allocable or payable to the Company Equity Holders).
Sample 1
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Limitation on Total Consideration. Notwithstanding anything to the contrary set forth in this Agreement, in no event shall the aggregate cash consideration payable or allocable to the Reliant Stockholders, the Reliant Warrantholders, the holders of Reliant RSUs and the Reliant Optionholders pursuant to Section 2.7 exceed $25,000,000 in cash (as such amount may be adjusted to reflect the Net Debt Adjustment and the Working Capital Adjustment) (the “Maximum Cash Amount”) and in no event shall the aggregate number of shares of Thermage Common Stock payable or allocable to Reliant Stockholders and Reliant Warrantholders pursuant to Section 2.7 exceed 23,600,000 shares of Thermage Common Stock (the “Maximum Stock Amount”). In the event the application of Section 2.7 would result in the aggregate cash consideration payable or allocable to Reliant Stockholders, Reliant Warrantholders and Reliant Optionholders pursuant to Section 2.7 exceeding the Maximum Cash Amount or the aggregate number of shares of Thermage Common Stock payable or allocable to Reliant Stockholders and Reliant Warrantholders exceeding the Maximum Stock Amount, appropriate action shall be taken by the parties hereto, in accordance with applicable Legal Requirements, to adjust the payment or allocation of the Maximum Stock Amount and the Maximum Cash Amount (provided such adjustment does not increase the Maximum Stock Amount or Maximum Cash Amount) among the Reliant Stockholders, the Reliant Warrantholders and the Reliant Optionholders as is equitable under the circumstances (including, to the extent permitted by applicable Legal Requirements, liquidating a portion of the Maximum Stock Amount and applying the proceeds to the consideration allocable or payable to the Reliant Stockholders, the Reliant Warrantholders and the Reliant Optionholders).
Sample 1

Related to Limitation on Total Consideration

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Other Consideration As additional consideration, Purchaser shall also assume the Assumed Liabilities at the time of Closing.

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Payment of Consideration The Consideration shall be paid to the Contributor in the following manner:

  • Adjustments to Consideration The number of shares of the Company Series A Preferred Stock shall be adjusted to reflect fully the effect of any reclassification, combination, subdivision, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into the Company Series A Preferred Stock), reorganization, recapitalization or other like change with respect to the Company Series A Preferred Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Additional Consideration Retrocessionaire agrees to pay under the Inuring Retrocessions all future premiums Retrocedant is obligated to pay pursuant to the terms of the Inuring Retrocessions to the extent that such premiums are allocable to Retrocessionaire in the manner set forth in Exhibit E hereto, and not otherwise paid by Retrocessionaire and to indemnify Retrocedant for all such premiums paid directly by Retrocedant, net of any ceding commissions and similar amounts paid by Third Party Retrocessionaires to Retrocedant.

  • No Fractional Shares and Certificate as to Adjustments (i) No fractional shares shall be issued upon the conversion of any share or shares of the Preferred Stock, and the number of shares of Common Stock to be issued shall be rounded to the nearest whole share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock the holder is at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

  • Calculation of Consideration Received If any Common Stock, Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Warrant will be the amount received by the Company therefor, before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Company will be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the Market Price thereof as of the date of receipt. In case any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Company is the surviving corporation, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business of the non-surviving corporation as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or securities will be determined in good faith by the Board of Directors of the Company.

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