Aggregate Equity Consideration definition

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.
Sample 1
Aggregate Equity Consideration has the meaning set forth in the definition of Per Share Merger Consideration.
Sample 1
Aggregate Equity Consideration means the (a) Alvarium Shareholders Share Consideration, (b) the TWMH Members Interests Consideration, and (c) the TIG Entities Members Interest Consideration.
Sample 1

Examples of Aggregate Equity Consideration in a sentence

  • 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.

  • Any reduction or increase in the Aggregate Equity Consideration shall be payable by delivering to Buyer or Seller, as the case may be, stock certificates representing such adjustment to the Aggregate Equity Consideration pursuant to this Section 2.06 (with the number of shares of Buyer Stock to be delivered calculated based on the Buyer Signing Price) or, if the Aggregate Equity Consideration is uncertificated, other appropriate evidence of ownership reasonably acceptable to such receiving party.

  • 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.

  • 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.

  • Section 1.367(a)-3(c)(6), provided, that this clause (ii) shall cease to apply upon the earlier of the filing by Seller of its federal income tax return for the fifth full taxable year following the close of the taxable year in which the Closing occurs and the filing by Seller of its federal income tax return for the first taxable year in which Seller no longer owns any of the Aggregate Equity Consideration.

  • Seller agrees to accept the Aggregate Equity Consideration based upon its own inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature made by or on behalf of or imputed to Buyer, except as expressly set forth in this Agreement.

  • 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.

  • We believe that any solution that does not have this property is not viable, as no manufacturer would like to be so easily exposed to failure.

  • Each Holder that has not delivered a Letter of Transmittal, LLCA Counterpart and Exchange Agreement Joinder to Silver Spike at or prior to the Effective Time, upon delivery of a Letter of Transmittal, LLCA Counterpart and Exchange Agreement Joinder to the Exchange Agent after the Effective Time, shall be entitled to receive from the Exchange Agent such portion of the Closing Cash Payment and Aggregate Equity Consideration to which such Holder is entitled pursuant to ‎Section 4.01.


More Definitions of Aggregate Equity 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.
Sample 1
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.
Sample 1
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.
Sample 1
Aggregate Equity Consideration means the Pearsanta Shares (as applicable), the Parent Shares (as applicable) and the Parent Warrants.
Sample 1

Related to Aggregate Equity Consideration

  • Equity Consideration has the meaning set forth in Section 2.02.

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

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Available Equity Amount means a cumulative amount equal to (without duplication):

  • Investment Amount means the dollar amount to be invested by Investor to purchase Put Shares with respect to any Put as notified by the Company to Investor in accordance with Section 2.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Aggregate Invested Amount means, as of any date of determination, the sum of the Invested Amounts of all Series of Certificates issued and outstanding on such date of determination.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • Earnout Consideration has the meaning specified in Section 2.05(a).