Adjusted Aggregate Merger Consideration definition

Adjusted Aggregate Merger Consideration means an amount in cash equal to the Aggregate Merger Consideration as adjusted pursuant to 3.8(c). "Closing Consideration Amount" shall mean an amount in cash equal to (i) the Adjusted Aggregate Merger Consideration less (ii) $15,000,000 (the "Deferred Payment Retention"). "Aggregate Merger Consideration" shall mean the amount equal to $670.9 million less, without duplication, (i) the amount of all Indebtedness of the Company or any Company Subsidiary outstanding as of the Effective Time, (ii) the amount of all principal, interest and premiums paid or payable with respect to the repayment, repurchase, defeasance, satisfaction and discharge or redemption of any Indebtedness of the Company or any Company Subsidiary in connection with the consummation of the transactions contemplated hereby, including in accordance with Sections 7.9, 7.10 and 7.11, (iii) with respect to any Indebtedness of the Company or any Company Subsidiary outstanding as of the Effective Time, the amount of (A) all premiums payable upon redemption or repayment of such Indebtedness and (B) all interest payable on such Indebtedness through the date of redemption or repayment, in each case assuming that such Indebtedness is called for redemption or notice of repayment or prepayment is given, in each case, as of the Effective Time in accordance with the terms of such Indebtedness, (iv) the amount of all principal, interest and premiums paid or payable by the Company or any Company Subsidiary in connection with the redemption of the Newcup Notes, including (A) all amounts paid or payable by the Company as guarantor under the Guaranty Agreement, (B) the amount of all principal, interest and premiums paid or payable by the Company or a Company Subsidiary in connection with the redemption or purchase of the 2008 Notes and (C) all amounts paid or payable to acquire Newcup pursuant to the Newcup Option Agreement, and (v) the aggregate Class B Series 3 Preferred Stock Merger Consideration, the aggregate Exchangeable Preferred Stock Merger Consideration and all other amounts paid or payable to redeem or repurchase any Preferred Stock (including all outstanding Exchangeable Preferred Stock) after the date hereof (and, for the avoidance of doubt, for each share of Class B Series 3 Preferred Stock or Exchangeable Preferred Stock that is a Dissenting Share, the Class B Series 3 Preferred Stock Merger Consideration or Exchangeable Preferred Stock Merger Consideration, as applicable, otherwise payable wit...
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Adjusted Aggregate Merger Consideration means the Aggregate Merger Consideration as adjusted pursuant to Section 2.2.
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Adjusted Aggregate Merger Consideration means the Aggregate Merger Consideration minus $2,000,000.
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Examples of Adjusted Aggregate Merger Consideration in a sentence

  • Allocation Election: I hereby make the following Allocation Election (check one): [ ] I elect to receive all cash in the Merger and elect to receive no Closing Consideration Shares, in which case I will receive my Proportionate Share of the Adjusted Aggregate Merger Consideration in cash but will not receive the Incremental Cash Consideration Amount.

  • ATS shall have delivered the Adjusted Aggregate Merger Consideration in accordance with Section 3.3(a).

  • The proceeds from the Debt Financing shall be used by Surviving Corporation for purposes of, among other things, consummating the transactions contemplated hereby, including paying the expenses incurred in connection with the transactions contemplated hereby and a portion of the Adjusted Aggregate Merger Consideration and providing working capital to Rexair.

  • The Adjusted Aggregate Merger Consideration (as hereinafter defined) shall be subject to reduction, and the amount of Stock Consideration, Cash Consideration and Merger Consideration shall be subject to corresponding reduction, under the circumstances described in Section 3.1(c).

  • The $14,000,000 value of the Escrowed Shares shall be deducted from the Adjusted Aggregate Merger Consideration and withheld from each payment otherwise deliverable to a Company Stockholder in respect of its, his or her shares of Capital Stock.

  • The Adjusted Aggregate Merger Consideration shall be payable in up to three tranches.

  • Payment of a Company Stockholder’s share of the Adjusted Aggregate Merger Consideration and a Company Stockholder’s share of the Escrowed Shares shall be deemed to have been paid in full satisfaction of all rights pertaining to the Capital Stock.

  • However, the Holdback is not earned or payable as a purchase price prior to the ultimate calculation of the Adjusted Aggregate Merger Consideration through recoupment of the Damages in accordance with this Agreement, and this reference to interest on the Holdback is merely for convenience of the parties.

  • The cash proceeds of such equity investment shall be used by the Surviving Corporation immediately following the Effective Time to pay a portion of the Adjusted Aggregate Merger Consideration.

  • I hereby make the following Allocation Election (check one): [ ] I elect to receive all cash in the Merger and elect to receive no Closing Consideration Shares, in which case I will receive my Proportionate Share of the Adjusted Aggregate Merger Consideration in cash but will not receive the Incremental Cash Consideration Amount.


More Definitions of Adjusted Aggregate Merger Consideration

Adjusted Aggregate Merger Consideration means the aggregate number of shares of Company Common Stock outstanding as of the Effective Time (assuming the exercise of all Company Options and Company Warrants and the conversion of all Company Preferred Stock) less 150,000 shares to represent the Specific Liability, multiplied by the Exchange Ratio, as adjusted pursuant to Section 1.7(b) of the Agreement.
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Adjusted Aggregate Merger Consideration has the meaning set forth in Section 1.06 (d).
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Related to Adjusted Aggregate Merger Consideration

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Parent Stock Price means the volume weighted average price per share of the Parent Common Stock on the NYSE for the ten consecutive trading days ending on the complete trading day immediately prior to the Closing Date.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Common Stock Price means the volume weighted average closing price of the Common Stock as reported by the NYSE American for the 10 trading days immediately preceding the date on which the determination is made.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.