Aggregate Closing Consideration Value definition

Aggregate Closing Consideration Value means (a) the product of (i) Net Parent Shares (if any) multiplied by (ii) Parent Stock Value plus (b) the Estimated Closing Cash Amount plus (c) the Additional Cash Amount, if any minus (d) the Aggregate BBH Warrant Cash Amount.
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Aggregate Closing Consideration Value means an amount equal to (a) [*****] plus (b) the Aggregate Exercise Amount minus (c) the amount of any Leakage as determined in accordance with Section 6.2(c), minus (d) the amount of any Transaction Expenses as set forth on the Closing Expenses Certificate, minus (e) the Tax Liability Amount as set forth on the Closing Expenses Certificate.
Sample 1

Examples of Aggregate Closing Consideration Value in a sentence

  • If the Equityholder Representative shall resign or be removed by the Company Equityholders, the Company Equityholders shall (by consent of those Persons entitled to at least a majority of the Aggregate Closing Consideration Value), within ten (10) days after such resignation or removal, appoint a successor to the Equityholder Representative.

  • Type I muscle fibers, the red fibers, or slow- twitch fibers obtain their capacity for contraction and producing work exclusively from the ATP- aerobic system.

  • For the avoidance of doubt, the Company Group shall bear all fees, costs and expenses that are Transaction Expenses (which, for the avoidance of doubt, shall reduce the Aggregate Closing Consideration Value).

Related to Aggregate Closing Consideration Value

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

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

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

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

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

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

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • 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 Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • 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.

  • Closing Payment Amount has the meaning specified in Section 1.5.

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • 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.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • Acquisition Value of the Common Stock means, for each Trading Day in the Valuation Period, the value of the consideration paid per share of Common Stock in connection with such Public Acquirer Change of Control, as follows:

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • 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.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).