Aggregate Common Merger Consideration definition

Aggregate Common Merger Consideration means an amount of cash equal to the greater of (i) the positive difference, if any, between the Aggregate Closing Value and the Aggregate Closing Uses and (ii) the product of $0.01 and the Outstanding Company Common Stock Number.
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Aggregate Common Merger Consideration means the Aggregate Common Cash Consideration plus the Common Escrow Remainder.
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Aggregate Common Merger Consideration means 650,000 ------------------------------------- shares of Parent Common Stock (the "Parent Shares"). ------------- (ii) "Aggregate Preferred Merger Consideration" means (x) an ---------------------------------------- amount of cash equal to the Preferred Cash Component (as defined below) and (y) the Preferred Share Component (as defined below);
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Examples of Aggregate Common Merger Consideration in a sentence

  • In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the portion of the Aggregate Common Merger Consideration attributable to such shares may be issued to the transferee thereof if the certificate evidencing such Company Common Stock is presented to Parent or the Exchange Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

  • Each VitalStream Common Share issued and outstanding as of the Effective Time and not owned by VitalStream shall be converted into the right to receive a number of Parent Common Shares equal to the quotient of the Aggregate Common Merger Consideration divided by the number of VitalStream Common Shares issued and outstanding as of the Effective Time and not owned by VitalStream.

  • From and after the Effective Time and until so surrendered, outstanding certificates of Company Common Stock will be deemed to evidence only the right to receive the applicable portion of the Aggregate Common Merger Consideration attributable to the shares of Company Common Stock evidenced by such certificates, subject to the provisions of Section 1.13 with respect to Dissenting Shares.


More Definitions of Aggregate Common Merger Consideration

Aggregate Common Merger Consideration has the meaning ascribed to such term in Section 3.1(d).
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Aggregate Common Merger Consideration means the sum of the Aggregate Base Common Merger Consideration and, if applicable, the Aggregate Additional Common Merger Consideration (which, for the avoidance of doubt, includes the Aggregate Company Warrant Consideration, if any).
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Aggregate Common Merger Consideration means a number of shares of Acquiror Common Stock equal to (i) the Aggregate Merger Consideration minus (ii) a number of shares of Acquiror Common Stock (valued for purposes of this calculation at $10.00 per share) having an aggregate value equal to the Aggregate Preferred Amount minus (iii) the aggregate number of shares of Acquiror Common Stock issuable pursuant to Section 2(b)(i) and Section 2(b)(ii) of the Company Investor Incentive Plan in respect of all Participation Incentive Awards granted thereunder.
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Aggregate Common Merger Consideration means the Merger Consideration minus the aggregate Preferred Merger Consideration for all shares of Company Preferred Stock. Notwithstanding the foregoing, the Per Share Merger Consideration shall be calculated in accordance with the principles set forth on Schedule 2.3(d)(iii) which the Company represents and warrants constitutes the proper calculation and payment of such Per Share Merger Consideration pursuant to the Company’s Charter Documents. Further, in no event shall the aggregate amount paid to the Company Securityholders exceed the Merger Consideration determined in accordance with Section 2.3(a).
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Related to Aggregate Common 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).

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

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

  • 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

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

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

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

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

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

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

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

  • 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.

  • Aggregate Commitment Amount means, as of any date, the aggregate of all Commitment Amounts as of such date. On the Effective Date, the Aggregate Commitment Amount is $125,000,000.

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

  • 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.

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

  • 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.

  • Aggregate Commitments means the Commitments of all the Lenders.

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

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

  • 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.

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).