Aggregate Acquisition Consideration definition
Examples of Aggregate Acquisition Consideration in a sentence
If (a) one or more Shareholders exercise their Take-Along Rights, and (b) a Sale Transaction is consummated, then each Shareholder shall be entitled to a pro rata share of the Aggregate Acquisition Consideration based on the number of Shares owned by such Shareholder.
The “Proposed Adjustment Amount” means an amount (which may be a positive or negative number) equal to Buyer’s determination of the Aggregate Acquisition Consideration as set forth on the Post-Closing Statement delivered pursuant to this Section 2.06 minus the Estimated Aggregate Acquisition Consideration as set forth in the Closing Statement delivered pursuant to Section 2.05.
To the extent permitted by Applicable Law, any amount paid under ARTICLE 12 shall be treated as an adjustment to the Aggregate Acquisition Consideration for all applicable tax purposes.
Yucatan has delivered to Buyer a statement (the “Closing Statement”), executed on Yucatan’s behalf by Yucatan’s Chief Financial Officer, setting forth (i) Yucatan’s good-faith estimate of Closing Indebtedness, Transaction Costs and Closing Net Working Capital and (ii) the Aggregate Acquisition Consideration using the amounts set forth in the preceding clause (i) (the “Estimated Aggregate Acquisition Consideration”).
The aggregate purchase price for the Membership Interests shall be the Aggregate Acquisition Consideration, payable in accordance with Section 2.
If the Aggregate Acquisition Consideration includes any property other than cash, the Aggregate Acquisition Consideration shall be the sum of (i) the fixed cash amount, if any, included in the Aggregate Acquisition Consideration plus (ii) the fair market value of such other property (which, in the case of publicly traded securities, shall equal to the average closing price for the ten trading days commencing on the 12th trading day immediately preceding the closing of the Acquisition Transaction).
Bank and WBI will permit BSVN and its advisors reasonable access to the books, records and other documents of WBI and the Bank pertaining to or used in connection with the preparation of the WBI Equity Capital, and the estimated Aggregate Acquisition Consideration, and Initial Per Share Payment Amount.
Contemporaneously with the effectiveness of the Share Acquisition, a portion of the Aggregate Acquisition Consideration in the amount of $20,000 (the “Representative Reserve Fund”) shall be paid by BSVN to the Representative for deposit in an account at the Bank thereby creating the Representative Reserve Fund.
For purposes of this Section 7.3(c), "Aggregate Acquisition Consideration" means the aggregate consideration paid by a third party in connection with an Acquisition Transaction.
Acquisition Consideration for Acquisitions made after the Closing Date $ Aggregate Acquisition Consideration for all Acquisitions made after the Closing Date not to exceed $225,000,000.