Aggregate Consideration Value definition

Aggregate Consideration Value means (i) the Enterprise Value, increased by (ii) the Net Working Capital Adjustment (if a positive number), decreased by (iii) the absolute value of the Net Working Capital Adjustment (if a negative number), decreased by (iv) the amount of Closing Date Funded Indebtedness, decreased by (v) the Company Transaction Expenses, decreased by (vi) the Minority Cash Amount, decreased by (vii) the St. Xxxxxxxxx Xxxx Amount. For the avoidance of doubt, no item (or element thereof) shall be included more than once in any of the foregoing clauses in the calculation of the Aggregate Consideration Value. For illustrative purposes, attached as Schedule 1.1(A) is a hypothetical calculation of the Aggregate Consideration Value.

Aggregate Consideration Value means the sum of (A) the Aggregate Cash Consideration, plus (B) the Aggregate Stock Value.

Aggregate Consideration Value means, with respect to any Consolidation Transaction, the cumulative amount of cash and the Fair Market Value of other property paid or payable (including amounts paid into escrow) to, or otherwise attributable to, the IPMD Entities in connection with such Consolidation Transaction, including amounts paid in respect of convertible securities, options or similar rights, whether or not vested. For purposes of calculating the Aggregate Consideration Value, (a) any currency other than US dollars shall be translated into US dollars at the rate of exchange published in The Wall Street Journal (or, if no such rate is published, at Fair Market Value) on the Consolidation Transaction Agreement Date and (b) the value of marketable securities shall be based on their Market Price.

Examples of Aggregate Consideration Value in a sentence

• No later than the second (2) Business Day prior to the Closing Date, the Company shall deliver to Parent OP a good faith calculation of the Estimated Aggregate Consideration Value setting forth the amount of each of the components thereof and accompanied by reasonable supporting work papers used by the Company in the preparation thereof.

• The liability of each Seller under this Section 7.1 shall not exceed 50% of the Aggregate Consideration Value received by such Seller pursuant to this Agreement.

• If the Aggregate Consideration Value in respect of a Consolidation Transaction is paid to any IPMD Entities in two or more installments, the related Equalization Payment shall also be paid in installments within one business day of each Consideration Payment Date in the same proportion as each installment payment to the IPMD Entities bears to the Aggregate Consideration Value payable to the IPMD Entities.

• With respect to the Comparable M&A Transactions and the Merger, The Beacon Group, among other things, compared: - the Equity Consideration Value (as defined below) of the acquired companies and Instron as a multiple of LTM net income; and - the Aggregate Consideration Value (as defined below) of the acquired companies and Instron as a multiple of the LTM sales, EBITDA, EBIT and net book capital.

• The "Aggregate Consideration Value" of each acquired company and Instron was calculated by adding the Equity Consideration Value of each company and Instron to the company's and Instron's Net Debt, respectively.

More Definitions of Aggregate Consideration Value

Aggregate Consideration Value means (i) the Enterprise Value, increased by (ii) the Net Working Capital Adjustment (if a positive number), decreased by (iii) the absolute value of the Net Working Capital Adjustment (if a negative number), decreased by (iv) the amount of Closing Date Funded Indebtedness, decreased by (v) the Company Transaction Expenses, decreased by (vi) the Minority Cash Amount For the avoidance of doubt, no item (or element thereof) shall be included more than once in any of the foregoing clauses in the calculation of the Aggregate Consideration Value. For illustrative purposes, attached as Schedule 1.1(A) is a hypothetical calculation of the Aggregate Consideration Value.

Aggregate Consideration Value shall be calculated as follows:

Aggregate Consideration Value with respect to a Seller, means the sum of (i) the cash received by such Seller pursuant to this Agreement plus (ii) the product of (A) the number of Common Units received by such Seller pursuant to this Agreement multiplied by (B) the Common Unit Price.

Aggregate Consideration Value means the sum of (A) the Aggregate Cash Consideration, plus (B) the Aggregate Stock Value. “Applicable Exercise Price” means, with respect to each Company Stock Option, Common Stock Warrant and Preferred Stock Warrant, theexercise price required to be paid to acquire one share of Company Common Stock, in the case of a Company Stock Option or Common Stock Warrant, or one share of Company Preferred Stock, in the case of a Preferred Stock Warrant.

Aggregate Consideration Value means (A) US$59,900,000, reduced by (B) (i) an amount equal to the Closing Net Working Capital Shortfall, if any, and (ii) an amount in cash equal to incurred but unpaid Transaction Expenses, if any, or increased by (C) an amount equal to the Closing Net Working Capital Surplus, if any, and (D) increased by an amount equal to the Aggregate Exercise Price.

Aggregate Consideration Value has the meaning set forth in Section 2.5.

Aggregate Consideration Value means $250,339,610.