Aggregate Equity Consideration definition

Aggregate Equity Consideration means an amount equal to (a) the Estimated Equity Value, minus (b) the Escrow Amount, minus (c) the Seller Representative Expense Amount.

Aggregate Equity Consideration means the sum of (i) the Aggregate Class A Equity Consideration, plus (ii) the Aggregate Class A-3 Equity Consideration, plus (iii) the Aggregate Class B Equity Consideration.

Aggregate Equity Consideration means the (a) Alvarium Shareholders Share Consideration, (b) the TWMH Members Interests Consideration, and (c) the TIG Entities Members Interest Consideration.

Examples of Aggregate Equity Consideration in a sentence

• Buyer shall use its reasonable best efforts to cause the shares of Buyer Stock representing the Aggregate Equity Consideration to be listed on the NYSE on or prior to the Closing Date, subject to official notice of issuance.

• Exhibit I attached hereto sets forth the parties allocation of the Aggregate Cash Consideration and the Aggregate Equity Consideration in accordance with the preceding sentence.

• TREE PITS SHALL BE LARGE ENOUGH TO PERMIT THE HANDLING OF THE ROOT BALL WITHOUT DAMAGE TO THE ROOTS.

• The Aggregate Equity Consideration, when issued to Seller pursuant to this Agreement, shall be validly issued, fully paid, non-assessable and free and clear of any Encumbrance (other than restrictions on transfer which arise under applicable securities Laws or under this Agreement) and shall not have been issued in violation of any preemptive rights.

• Seller is acquiring the Aggregate Equity Consideration for its own account, solely for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof in violation of the Securities Act or state securities or “blue sky” Law, or with any present intention of distributing or selling such Aggregate Equity Consideration in violation of any such Law.

• Subject to provisions of Section 6.06, Seller acknowledges that the shares constituting the Aggregate Equity Consideration are not registered under the Securities Act or any other applicable Law and that such shares may not be transferred, sold or otherwise disposed of except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and pursuant to Laws and regulations of other jurisdictions as applicable.

• A holder of Company Common Shares will not receive the Aggregate Equity Consideration until this Letter of Transmittal executed by such holder is received by the Exchange Agent at the address set forth on page 1, together with such documents as the Exchange Agent may require, and until the same are processed by the Exchange Agent.

• In the case of indemnification of the Parent Indemnified Parties, satisfied first by the return to Parent or Pearsanta as may be applicable (by way of cancellation or redemption of) the Aggregate Equity Consideration and then, should the amount thereof not satisfy the full amount of the indemnification obligation, subject to the limitations of Section 6.1(a), in cash.

• In addition, delivery to such holder of the check for the Aggregate Equity Consideration may be subject to backup withholding at a rate of 28%.

• For purposes of this Section 6.1, the portion of the Aggregate Equity Consideration to be returned or cancelled pursuant hereto shall be valued at either: (i) the value attributed to such consideration upon issuance thereof pursuant to this Agreement in the event that the IPO has not occurred, or (ii) the value attributed to such consideration at the time of the IPO in the event that the IPO has occurred.

More Definitions of Aggregate Equity Consideration

Aggregate Equity Consideration has the meaning set forth in the definition of Per Share Merger Consideration.

Aggregate Equity Consideration means, subject to adjustment pursuant to Section 2.11, the following: (a) if the Parent Closing Share Price is an amount greater than $345.4496, then the Aggregate Equity Consideration shall be a number of Parent Shares equal to the quotient obtained by dividing (x) $6,450,000,000 by (y) the Parent Closing Share Price; (b) if the Parent Closing Share Price is an amount greater than or equal to the Parent Signing Share Price but less than or equal to $345.4496, then the Aggregate Equity Consideration shall be 18,671,318 Parent Shares; (c) if the Parent Closing Share Price is an amount less than the Parent Signing Share Price but greater than or equal to $273.1462, then the Aggregate Equity Consideration shall be a number of Parent Shares equal to the quotient obtained by dividing (x) $6,000,000,0000 by (y) the Parent Closing Share Price; or (d) if the Parent Closing Share Price is an amount less than $273.1462, then the Aggregate Equity Consideration shall be 21,966,256 Parent Shares; provided that (A) if there is an Indebtedness Adjustment Amount, then the Aggregate Equity Consideration shall be increased by a number of Parent Shares equal to the quotient obtained by dividing (I) the Indebtedness Adjustment Amount by (II) the Parent Closing Share Price or (B) if there is a Shortfall Amount, then the Aggregate Equity Consideration shall be decreased by a number of Parent Shares equal to the quotient obtained by dividing (I) the Shortfall Amount by (II) the Parent Closing Share Price.

Aggregate Equity Consideration means the Pearsanta Shares (as applicable), the Parent Shares (as applicable) and the Parent Warrants.

Aggregate Equity Consideration means an amount equal to (a) the Aggregate Consideration minus (b) the TKH Notes Pay-off Amount minus (c) the Columbia Notes Pay-off Amount, minus (d) the Subordinated Notes Pay-off Amount, minus (e) the aggregate amount of Unjust Enrichment Payments, if any, that have not been paid by the Company or any Company Subsidiary as of immediately prior to the Effective Time, minus (f) the Escrow Deposit Amount, minus, (g) the Stockholder Representative Reserve, minus (h) the Transaction Expense Amount, minus (i) the Xxxxx Bonus Amount, minus (j) the Section 7.2(b)(vi) Indebtedness Pay-Off Amount.