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

• It aims to work with its partners to plan, shape and deliver services which meet real local needs in the most efficientway, reducing inequalities and protecting and enhancing quality of life in the Borough.

• 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.

• 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.

• 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.

• Throughout this Agreement, the term "Shares" refers to the Shares together with the associated CILCORP Rights and the term "Aggregate Consideration Amount" shall mean an amount equal to the product of (x) the Per Share Amount as adjusted in accordance with Section 2.2 hereof and (y) the number of Shares outstanding on the Closing Date.

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 Assumed Option Value.

Aggregate Consideration Amount means (a) the Merger Consideration Amount plus (b) the Equity Award Consideration Amount.

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

Aggregate Consideration Amount means Forty-Nine Million Three Hundred Ninety-Seven Thousand Dollars ($49,397,000).

Aggregate Consideration Amount equals (A) $37,000,000, minus (B) the Estimated Third Party Expenses Adjustment Amount, minus (C) the Working Capital Shortfall (if any) and minus (D) the Bonus Payment (the total of (B), (C), and (D), the “Downward Adjustment”). For purposes of clarity, the Aggregate Consideration Amount is the maximum consideration to be issued by Parent hereunder.

Aggregate Consideration Amount means $207,500,000.

Aggregate Consideration Amount means, with respect to a Securityholder, the aggregate value of the consideration that such Securityholder would be entitled to receive pursuant to Section 2.3 and/or 2.4 upon conversion of such Securityholder’s Capital Stock, Options and/or Warrants (including, for this purpose, any amounts withheld in respect of withholding Taxes) assuming for this purpose that (i) the Escrow Amount and the Representative’s Reserve were each equal to zero (and that, accordingly, no portion of the consideration payable to such Securityholder pursuant to Section 2.3 and/or 2.4 were deposited in the Escrow Account or the Representative’s Reserve) and (ii) no additional amount would become payable to such Securityholder pursuant to Section 2.8(f)(ii). The value of any Parent Units shall be deemed to equal the Parent Unit Value for this purpose.