Aggregate Consideration Amount definition

Aggregate Consideration Amount means $2,250,000,000 minus the sum of (i) the total amount of Company Indebtedness outstanding as of immediately prior to the Closing (including amounts required to be repaid as a condition to the Closing in accordance with Section 6.2(l)), plus (ii) any out-of-pocket expenses or other additional amounts (other than interest accrued prior to the Closing), including prepayment premiums, that are required to be paid in order to fully repay as promptly as practicable in connection with or following the Closing any Company Indebtedness outstanding as of immediately prior to the Closing, plus (iii) any amounts that were paid by the Company or any of the Subsidiaries following February 29, 2004 and prior to the Closing for or in connection with the repayment of any Company Indebtedness (other than payments of interest accrued prior to such repayment), plus (iv) any amounts that have been paid following February 29, 2004 and prior to the Closing by the Company or any of the Subsidiaries that represent any deferred (whether or not contingent) obligation to pay purchase price or other consideration in connection with any acquisition of a business or any business combination transaction, plus (v) any Company Transaction Expenses in excess of $20,000,000 in the aggregate, plus (vi) any amounts payable by the Company pursuant to a Change in Control (as defined in the Memphis Holdings Purchase Agreement) pursuant to that certain Stock Purchase Agreement, dated as of January 2, 2001, between Memphis Holdings, LLC and the Company (the "Memphis Holdings Purchase Agreement"). The items in clauses (i) through (vi) collectively are referred to herein as the "Debt and Excess Expense Amount." The parties acknowledge and agree that it is their intention that the Per Share Amount will result in the net earnings or losses, as the case may be, of the Company and the Subsidiaries (other than the net earnings or losses, as the case may be, of the Asset Manager Entities), for all periods following February 29, 2004, accruing to the benefit of Persons who will be the owners of the Company from and following the Closing.

Aggregate Consideration Amount means a cash amount equal to:

Aggregate Consideration Amount means the sum of (a) the Xxxxx Consideration Amount, (b) the Xxxxxx Consideration Amount, (c) the Xxxxxxx Consideration Amount and (d) $5 million.

Examples of Aggregate Consideration Amount in a sentence

• In addition, Executive would be granted a number of additional shares of restricted stock equal to $2.5 million divided by a fraction, the numerator of which is the Aggregate Consideration Amount (as defined in the Subscription Agreement) and the denominator of which is 20 million.

• As used herein, the following terms have the meanings assigned to them in this Section 1.01 (or in the applicable Section to which reference is made) and include the singular as well as the plural: 2 "Aggregate Consideration Amount Per Distributed Entity Share": As of any date of determination, the sum of the Consideration Amount Per Distributed Entity Share for each Distributed Entity then existing.

• Anything in this Agreement to the contrary notwithstanding, in no event will the sum of the Consideration Amount Per MusicCo Share, the aggregate amount of any MusicCo Dividends, and the Aggregate Consideration Amount Per Distributed Entity Share for each Distributed Entity, exceed $4.00.

• The Consideration Amount Per MusicCo Share shall be equal to the difference between (i) $8.00 and (ii) the sum of the aggregate per share amount of any MusicCo Dividends and the Aggregate Consideration Amount Per Distributed Entity Share.

• The Parties agree to treat any payments of Tax Refunds and/or Seller Tax Benefit pursuant to Sections 8.2(d) or (f) as adjustments to the Final Aggregate Consideration Amount for all applicable Tax purposes.

More Definitions of Aggregate Consideration Amount

Aggregate Consideration Amount means an amount equal to (i) the Adjusted Transaction Value, minus (ii) the Aggregate Exercise Amount, minus (iii) the Aggregate EMI Exercise Price Amount, minus (iv) the Aggregate Assumed Option Value.” WEIL:\95741650\1\79143.0021

Aggregate Consideration Amount means an amount equal to (i) the Adjusted Transaction Value, m inus (ii) the Aggregate Exercise

Aggregate Consideration Amount means $168,985,385.91.

Aggregate Consideration Amount shall have the meaning given to it in Section 2.6.

Aggregate Consideration Amount shall be the cash amount that is equal to (A) Seventeen Million and 00/100 Dollars ($17,000,000.00), plus (B) the total amount of Closing Cash, plus (C) if the Closing Net Working Capital Amount exceeds the Targeted Net Working Capital Amount by an amount greater than Twenty-Five Thousand Dollars ($25,000), the amount, if any, by which the Closing Net Working Capital Amount exceeds the Targeted Net Working Capital Amount, minus (D) if the Targeted Net Working Capital Amount exceeds the Closing Net Working Capital Amount by an amount greater than Twenty-Five Thousand Dollars ($25,000), the amount, if any, by which the Targeted Net Working Capital Amount exceeds the Closing Net Working Capital Amount, minus (E) the total amount of Closing Indebtedness, minus (F) the total amount of Company Transaction Expenses, minus (G) the Closing Carve-Out Amount, plus (H) the total amount of any Earnout Payments earned pursuant to Section 3.7, in the case of (B) – (F) as adjusted pursuant to Section 3.6.

Aggregate Consideration Amount means that cash amount equal to the product of $26.20 multiplied by the number of MKS Common Shares that are issued and outstanding immediately prior to the Effective Time;

Aggregate Consideration Amount means an amount equal to (i) Eighty Million United States Dollars ($80,000,000) minus (ii) the amount of the Excess Third Party Expenses identified as of the time of the Closing and minus (iii) the Restricted Stock Unit Value.