Aggregate Acquisition Consideration definition

Aggregate Acquisition Consideration has the meaning set forth in Section 2.03.
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Aggregate Acquisition Consideration means an amount equal to (i) the dollar amount of WBI Equity Capital, minus (ii) the Dissenting Shares Equity Capital, plus (iii) a premium fixed in the amount of $9,250,000, minus (iv) any goodwill or other intangible assets of Bank or WBI, minus (iv) the amount of WBI Transaction Expenses.
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Aggregate Acquisition Consideration means the Cash Consideration, plus the Stock Consideration.
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Examples of Aggregate Acquisition Consideration in a sentence

  • All shares of Existing NTI Series B Common Stock outstanding or deemed outstanding hereunder shall be cancelled or deemed cancelled on the Acquisition Closing Date upon payment of the Aggregate Acquisition Consideration.

  • All shares of Existing NTI Series B Common Stock issued or deemed issued under the Plan shall be cancelled or deemed cancelled on the Acquisition Closing Date upon payment of the Aggregate Acquisition Consideration.

  • All shares of Existing NTI Series B Common Stock outstanding or deemed outstanding under the Plan shall be cancelled or deemed cancelled on the Acquisition Closing Date upon payment of the Aggregate Acquisition Consideration.

  • All shares of Existing NTI Series A Common Stock shall be cancelled on the Acquisition Closing Date upon payment of the Aggregate Acquisition Consideration.

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  • The maximum amount issuable hereunder shall equal the Aggregate Acquisition Consideration Value.

  • 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.

  • 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.

  • 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.

  • 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”).


More Definitions of Aggregate Acquisition Consideration

Aggregate Acquisition Consideration means the aggregate consideration paid by a third party in connection with an Acquisition Transaction. Such Additional Fee shall be paid by the Company not later than five (5) Business Days after the closing of such Acquisition Transaction. 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).
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Aggregate Acquisition Consideration means the product of the Acquisition Consideration and the number of Company Common Shares issued and outstanding immediately prior to the Effective Time (other than Company Common Shares held by Company Common Shareholders who have exercised Dissent Rights).
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Related to Aggregate Acquisition Consideration

  • 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.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

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

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

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

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

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

  • Equity Consideration has the meaning set forth in Section 2.02.

  • 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.

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

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

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

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Base Merger Consideration means $1,200,000,000.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).