Aggregate Company Consideration definition

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 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 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.

  • 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").

  • The Allocation Schedule finalized hereunder shall be used for purposes of issuing the Aggregate Company Consideration to the Company Holders (which, for the avoidance of doubt, at such time will include the owner of record of the shares of Company Class A Common Stock, if any, to be issued to the holders of Company Private Raise Convertible Notes, if any) pursuant to and in accordance with the Merger.

  • 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.

  • 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.

  • The arresting Enforcement Officer shall deliver one copy of the notice to the arrested person, and the arrested person, in order to secure release, must givehis their written promise to appear in court by signing the duplicate notice which shall be retained by the arresting Enforcement Officer.

  • At all times during Employee’s employment with the Company, and at all times thereafter, Employee shall not, without the prior written consent of the Company’s Chief Executive Officer or General Counsel in each and every instance—such consent to be within the Company’s sole and absolute discretion—use, disclose or make known to any person, entity or other third party outside of the Company any Confidential Information belonging to the Company or its individual members.

Related to Aggregate Company Consideration

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • 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 shall have the meaning as set forth in Section 2.8.

  • 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 3.1(a).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

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

  • 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.

  • 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 2.02

  • 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 2.02.

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

  • 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.

  • Non-Cash Consideration means consideration in a form other than cash.

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