Aggregate Closing Merger Consideration definition

Aggregate Closing Merger Consideration means an amount equal to the Base Purchase Price in cash minus (a) Indebtedness of the Company plus (b) the amount (if any) by which the Estimated Working Capital is greater than the Target Working Capital minus (c) the amount (if any) by which the Estimated Working Capital is less than the Target Working Capital.

Aggregate Closing Merger Consideration means a number of shares of BCAC Common Stock equal to the quotient of (a) the Aggregate Closing Merger Consideration Value divided by (b) $10.00.

Aggregate Closing Merger Consideration means a number of shares of GigCapital5 Common Stock equal to the difference of: (a) the quotient of (i) the Aggregate Closing Merger Consideration Value, divided by (ii) $10.00; minus (b) the Aggregate Excess Company Transaction Expenses Shares; minus (c) the number of shares of GigCapital5 Common Stock that are not redeemed pursuant to the terms of the Non-Redemption Agreements.

Examples of Aggregate Closing Merger Consideration in a sentence

• Each indemnification payment made pursuant to this Article X shall, with respect to the Members and the Parent, be deemed to be an adjustment to the Aggregate Closing Merger Consideration.

• A supplemental listing shall have been filed with the Stock Exchange as of the Closing Date to list the shares constituting the Aggregate Closing Merger Consideration.

• On the Pre-Closing Funding Date, the Company shall deposit the Equity Award Carveout Amount into an escrow account (the “Escrow Account”) to be established and maintained by the Paying Agent until the Closing and the payment of the Aggregate Closing Merger Consideration hereunder pursuant to an escrow agreement to be mutually and reasonably agreed to by the Company and Parent (the “Escrow Agreement”), and entered into on the Pre-Closing Funding Date by the Company, Parent and the Paying Agent.

• Except as provided in the foregoing sentence, no interest will be paid or accrued on the Aggregate Closing Merger Consideration.

• In the event that any holder of In-the-Money Options does not deliver an Optionholder Acknowledgement, the Company’s Board of Directors will use its reasonable discretion in allocating the Aggregate Closing Merger Consideration among the holders of Shares, Company RSUs and In-the-Money Options based on the methodologies set forth on the Waterfall Schedule in order to reflect any holder of In-the-Money Options not delivering an Optionholder Acknowledgement.

More Definitions of Aggregate Closing Merger Consideration

Aggregate Closing Merger Consideration means (i) an amount in cash equal to (A) the Equity Award Carveout Amount plus (B) the cash actually received by the Company in respect of any exercises of Company Stock Options between the date hereof and Closing minus (C) the aggregate amount actually paid to former holders of Company RSUs in respect of the Dividend Equivalents described in Section 2.3(b) hereof that have vested after payment of Recapitalization Dividend and prior to the Closing (but not including Dividend Equivalents paid on Company RSUs that vest as of the Effective Time); (ii) the Note Consideration; and (iii) the Share Consideration. For the avoidance of doubt, the Dividend Equivalents payable on Company RSUs that vest at the Effective Time shall be included in the Aggregate Closing Merger Consideration.

Aggregate Closing Merger Consideration means (A) the Base Merger Consideration, plus (B) the aggregate Exercise Prices of all Unexercised Options, minus (C) any Indebtedness, minus (D) the Specified Transactional Expenses.

Aggregate Closing Merger Consideration means an amount equal to (i) $43,500,000; plus (ii) the amount of the Company Cash; minus (iii) the amount of the Company Debt; minus (iv) the Closing Net Working Capital Shortfall, if any; plus (v) the Aggregate Option Exercise Price; minus (vi) the Santur Corporation 2011 Incentive Amount; minus (vii) the Closing Costs.

Aggregate Closing Merger Consideration means $10,000,000 minus the Transaction Expenses minus the Escrow Deposit minus the Representative Expense Fund minus amounts paid to Non-Participating Interest Holders at Closing and Indebtedness, and as adjusted by the Estimated Working Capital Adjustment.

Aggregate Closing Merger Consideration means an amount equal to (which amount shall be calculated based on the estimated Closing Cash Balance, estimated Closing Working Capital, estimated Closing Debt Amount, estimated Closing Transaction Expenses Amount, in each case set forth on the Estimated Closing Statement delivered and prepared in accordance with Section 2.09(a)):

Aggregate Closing Merger Consideration means an amount equal to: (A) $1,800,000,000 ;

Aggregate Closing Merger Consideration means the Purchase Price; minus (a) the Estimated Transaction Expenses; minus (b) the Estimated Closing Indebtedness Amount; minus (c) the Holdback; minus (d) the Expense Fund; minus (e) the amount, if any, by which the Minimum Closing Cash exceeds the Estimated Closing Cash; plus (f) the amount, if any, by which the Estimated Closing Cash exceeds the Minimum Closing Cash.