Total Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration paid by Acquiror to the Company Holders pursuant to this Agreement exceed the Total Merger Consideration.
Total Merger Consideration. The consideration payable in the Merger to the holders of shares of the Company’s Common Stock, no par value per share (the “Common Stock”) shall consist of (a) that number of shares of Class B Common Stock, $0.01 par value per share, of the Parent (the “Parent Common Stock”) as shall be obtained by dividing $4,250,000 by the Closing Market Price (as hereinafter defined) (the “Equity Consideration”), and (b) $8,229,750 (the “Cash Consideration”). Such Equity Consideration and Cash Consideration which shall be issuable or payable at the Closing, as the case may be, as provided herein shall in the aggregate be referred to as the “Merger Consideration”. For purposes of this Agreement, the term “Closing Market Price” shall mean $9.803, the average of the last quoted sale price for shares of Parent Common Stock on The Nasdaq National Market for the ten (10) trading days immediately prior to the date of execution hereof.
Total Merger Consideration. The consideration payable by virtue of the Merger to the holders of shares of the Company’s Common Stock, $0.00001 par value per share (the “Common Stock”) shall consist of $11,350,000 (the “Cash Consideration” or the “Merger Consideration”) less (i) any Company Acquisition Expenses and less (ii) the amount of any Company indebtedness, excluding the Working Capital Loan, greater than $1,134,000.
Total Merger Consideration. For all purposes of this Agreement, the term “Total Merger Consideration” shall mean, (i) Enterprise Value, plus (ii) the Company Closing Cash, minus (iii) the Company Closing Debt, minus (iv) any Company Merger Expenses which remain unpaid as of the Closing Date, plus (v) the amount (if any) by which (A) the Closing Net Working Capital exceeds (B) the Net Working Capital Target by an amount greater than $100,000, minus (vi) the amount (if any) by which (A) the Net Working Capital Target exceeds (B) the Closing Net Working Capital by an amount greater than $100,000.
Total Merger Consideration. The aggregate consideration shall be an amount equal to One Hundred Thirty-Nine Million One Hundred Thousand and No/100 Dollars ($139,100,000) consisting solely of cash (the “Total Merger Consideration”).
Total Merger Consideration. The "TOTAL MERGER CONSIDERATION" shall consist of the number of shares of Chiles Common Stock (rounded to the nearest whole share) as is equax xx 04% of the sum of (A) the number of shares of Chiles Common Stock outstanding immediately prior to the Successful XXX (as defined in the Agreement with Respect to Ownership) (but excluding any shares issued in respect of options or rights to purchase membership interests exercised prior to the Successful IPO) and (B) the number of shares of Chiles Common Stock comprising the Total Merger Consideration. For xxxxxxes of example, if holders of Chiles Common Stock owned 8,485,810 shares immediately prior to the xxxx of shares in the Successful IPO (excluding any shares issued upon the pre-Successful IPO exercise of options or rights), the Total Merger Consideration would be equal to 2,679,729 shares of Chiles Common Stock.
Total Merger Consideration. Notwithstanding the preceding subparts of this Article, except to the extent payments made to holders of Dissenting Shares exceed the Per Share Merger Consideration, in no event shall the total cash consideration paid by Acquisition hereunder (the "Aggregate Merger Consideration") exceed $198,762,050 plus the cash payment for the Options as described in subpart (i)(ii) above. To the extent that any of the Options are exercised prior to the Closing, the $198,762,050 amount shall be increased by an amount equal to the product of (A) the number of shares of Holding Company Common Stock issued pursuant to the exercise of such Options and (B) $10.00.
Total Merger Consideration. The total consideration payable as provided herein to holders of Transom Common Stock and Transom Options upon consummation of the Merger (the "Total Merger Consideration") shall be equal to 235,000 shares of EAI Common Stock.
Total Merger Consideration. The consideration payable in the Merger to holders of shares of the Company's common stock, no par value ("Company Common Stock"), shall consist, subject to reduction as provided below, in the aggregate of (i) EIGHT HUNDRED THIRTY FIVE THOUSAND TWO HUNDRED NINETY FOUR UNITED STATES DOLLARS (US$835,294) (the "Cash Consideration"), (ii) a promissory note in the aggregate principal amount of NINE MILLION ONE HUNDRED EIGHTY EIGHT THOUSAND TWO HUNDRED THIRTY FIVE UNITED STATES DOLLARS (US$9,188,235) in the form Exhibit C hereto (, the "Note"), (iii) EIGHTEEN MILLION NINE HUNDRED SIXTY ONE THOUSAND ONE HUNDRED SEVENTY SIX (18,961,176) shares of the Class A Common Stock, $.01 par value per share ("Parent Common Stock"), of the Parent (such number of shares to be appropriately adjusted in the event of any stock split, stock dividend, stock combination or recapitalization or other event having similar effect), or shares, property or other consideration into which such shares shall have been converted in the event of any merger, consolidation, reorganization or other event in which the Parent Common Stock is converted into the right to receive other shares, property or consideration (the "Closing Share Payment") and (iv) the Contingent Payment (as defined in Section 2.1(c) below). The Note and the Closing Share Payment shall be subject to reduction as provided in paragraph (b) of this Section 2.1. The Cash, the Note, the Closing Share Payment and the Contingent Payment, as any of the foregoing may be reduced, shall be referred to as the "Merger Consideration."
Total Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration payable by Parent hereunder exceed the Total Merger Consideration.
