Maximum Merger Consideration. For the avoidance of doubt:
Maximum Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration payable or distributable by Acquiror hereunder exceed the Total Consideration (with the shares of Acquiror Common Stock valued at the Acquiror Trading Price for purposes of this Section 1.8(i)).
Maximum Merger Consideration. In no event shall the shares of Acquiror Common Stock or Acquiror Preferred Stock issued pursuant to this Agreement exceed the Closing Share Consideration.
Maximum Merger Consideration. Section 1.8(b).................................. 3 Merger ..................................................... Section 1.1..................................... 2
Maximum Merger Consideration. Parent shall not be required to pay any amount in excess of the Merger Consideration in the Merger, including any amounts payable to holders of Dissenting Shares.
Maximum Merger Consideration. Notwithstanding any provision of this Agreement to the contrary, in no event shall the Parent, the Transitory Subsidiary or the Surviving Corporation be required to pay to any holder of any securities of the Company, including Options, any amount pursuant to the Merger to the extent that the product of (i) the Per Share Cash Consideration and (ii) the sum of (A) the number of all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including any shares of Company Common Stock issued in connection with the exercise of Options in accordance with Section 1.9(b)) and (B) the number of all shares of Company Common Stock issuable upon exercise of all Options outstanding immediately prior to the Effective Time (prior to their cancellation in accordance with Section 1.9(a)) (excluding any Options exercised in accordance with Section 1.9(b)), exceeds the Closing Consideration.
Maximum Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement and other than as a result of the Equity Bonus Grants and the Retention Equity Grants issued pursuant to Section 5.12 hereof, in no event shall the aggregate consideration paid or distributed by Acquiror hereunder to the Company Securityholders in the Merger exceed the Total Cash and the Total Acquiror Equity (together, the “Merger Consideration”).
Maximum Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement, the aggregate value delivered by Parent in exchange for the Company Outstanding Shares shall not exceed: (i) cash in the amount of $10,500,000; (ii) Parent Notes in aggregate principal amount of $25,800,000; and (iii) 18,150,000 shares of Parent Common Stock, except in the event of a Tax Free Reorganization Adjustment. Total Exercise Price (as defined in Section 6.11).
Maximum Merger Consideration. The maximum consideration to be ---------------------------- paid by Parent (including Parent Common Stock to be reserved for issuance upon exercise of the Company's options assumed by Parent pursuant to Section 5.16) pursuant to the Merger shall be equal to (i) 800,000 shares of Parent Common Stock (plus any additional shares of Parent Common Stock exchanged in the Merger at the Exchange Ratio for shares of capital stock of the Company issued upon exercise of the Warrant (as defined in section 3.2)) plus (ii) an additional 200,000 shares of Parent Common Stock to be reserved for issuance upon exercise of options to purchase Parent Common Stock to be granted to the employees of CityAuction as set forth in Section 2.1 (i)(b) below. No adjustment shall be made in the aggregate consideration to be paid in the Merger as a result of any cash proceeds received by the Company from the date of this Agreement to the Closing Date pursuant to the exercise of currently outstanding options to acquire Company Common Stock.
Maximum Merger Consideration. The parties are satisfied that the Merger Consideration will in any event be less than Fifty Million Dollars ($50,000,000), taking into account all possible adjustments pursuant to this Agreement (including those contemplated by Section 1.7.1).
