Aggregate Company Consideration definition

Aggregate Company Consideration means a number of shares of Holdco Common Stock equal to the quotient of (a) the Company Value divided by (b) $10.00.
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Aggregate Company Consideration means an amount of Topco Ordinary Shares equal to the Company Equity Value divided by ten dollars ($10.00) and rounded down to the nearest whole number of Topco Ordinary Shares, to be allocated pro rata among the Scheme Shareholders and the holders of Company Vested Equity Units in the manner provided in Section 2.01 hereof and as to be set out in the Allocation Schedule.
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Aggregate Company Consideration means an aggregate number of shares of Parent Class A Common Stock and shares of Parent Class B Common Stock equal to the Company Equity Value divided by ten dollars ($10.00) and rounded down to the nearest whole number of shares of Parent Class A Common Stock and Parent Class B Common Stock, to be issued and allotted among the Company Holders in the manner provided in Section 2.01 and as to be set out in the Allocation Schedule.
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Examples of Aggregate Company Consideration in a sentence

  • In issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC shall be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

  • If the record date for any such Adjustment Event shall be prior to the Closing Date, but the payment date therefor shall be subsequent to the Closing Date, Parent shall take such action as shall be required so that on such payment date the Parent Shares, if any, in the Aggregate Company Consideration will consist of such number or kind of securities as the Company Shareholders would have received as a result of such event if the record date therefor had been immediately after the Closing Date.

  • If, between the date of this Agreement and the Closing Date, the outstanding Parent Shares shall have been changed into or exchanged for a different number of shares or kind of shares of Parent or another corporation or entity by reason of any reclassification, split-up, stock dividend or stock combination or any arrangement, amalgamation or similar statutory procedure (an "Adjustment Event"), then the Parent Shares, if any, in the Aggregate Company Consideration shall be appropriately adjusted.

  • Purchaser shall notify the Company Shareholders not less than two days prior to the Closing Date whether the Aggregate Company Consideration will be paid in Parent Shares, cash, or a combination of Parent Shares and cash.

  • In issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC shall be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.” Section 1.2 Amendment to Section 3.02(c) of the Agreement.

  • Unless Purchaser elects to pay the Aggregate Company Consideration entirely in cash, certain of the Parent Shares paid to the Company Shareholders pursuant to Article II shall be subject to lock-up agreements as provided in this Section 6.9 (each, a "Lock-up").

  • To the extent that Net Cash as reflected in the Net Cash Estimate is negative (a "Net Cash Deficit"), Purchaser shall reduce the Aggregate Company Consideration by the Net Cash Adjustment and shall cause the Australian Company to repay the Closing Debt immediately following the Closing.

  • The Board shall from time to time and at least annually, prepare a budget for the Association and in connection therewith, determine the amount of common expenses of the Association and allocate and assess each common charge among the Owners according to their respective needs of various types of Sites within LaMarche Place.

  • The Aggregate Company Consideration will be allocated to each Company Shareholder in accordance with his, her or its respective "Company Percentage Interest" as reflected on Schedule I hereto.

  • Any issuance of Earn Out Shares, including any issuance of Earn Out Shares made upon the occurrence of an Acceleration Event pursuant to Section 4.05, shall be treated as an adjustment to the Aggregate Company Consideration by the Parties for U.S. federal, applicable state and local, and foreign income Tax purposes, unless otherwise required by Law.

Related to Aggregate Company Consideration

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

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

  • 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).

  • 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.

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

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

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

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

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

  • 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 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 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.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

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

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

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

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

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

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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

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

  • Initial 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.