Aggregate Initial Consideration definition

Aggregate Initial Consideration means (i) Eight Hundred Twenty-Five Million Dollars ($825,000,000), plus (ii) the aggregate amount of Estimated Cash, as determined pursuant to Section 2.10(a), minus (iii) the aggregate amount of Estimated Indebtedness, as determined pursuant to Section 2.10(a), minus (iv) the aggregate amount of Estimated Sellers’ Transaction Expenses, as determined pursuant to Section 2.10(a), minus (v) the Adjustment Escrow Amount, minus (vi) the Indemnity Escrow Amount, minus (vii) the amount, if any, by which Estimated Working Capital, as determined pursuant to Section 2.10(a), is less than Target Working Capital (a “Downward Closing Working Capital Adjustment”), plus (viii) the amount, if any, by which Estimated Working Capital, as determined pursuant to Section 2.10(a), is greater than Target Working Capital (an “Upward Closing Working Capital Adjustment”), minus (ix) the Sellers’ Representative Expense Fund.

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Aggregate Initial Consideration means (1)(a) $100,000,000, as adjusted pursuant to Section 2.21(a) of the Arrangement Agreement, multiplied by (b) the Dissent Fraction, minus (2) the Escrow Amounts and the Representative Escrow Amount;

Aggregate Initial Consideration means 2,600,000 shares of Purchaser Common Stock.

Examples of Aggregate Initial Consideration in a sentence

For the avoidance of doubt, any portion of the Award Payments payable at the Effective Time shall be included in Aggregate Initial Consideration and all Award Payments shall be included in the Final Merger Consideration.
The portion of the Aggregate Initial Consideration Amount allocable to each Company Stockholder for each share of Common Stock or Preferred Stock (in each case, other than Dissenting Stock) held, and to each Optionholder for each Option held, shall be rounded to the nearest whole cent.
The portion of the Escrow Amount deposited on behalf of each Shareholder shall be in proportion to the percentage of the Aggregate Initial Consideration ultimately received by each such Shareholder (such respective percentages, the “Proportionate Interests”).
Each Shareholder acknowledges and agrees that he, she or it will not raise any claim regarding any alleged failure of Parent or Purchaser to pay the Aggregate Initial Consideration; provided that the Aggregate Initial Consideration has been paid by Purchaser pursuant to Section 1.3(a) and Section 1.4(a).
For the avoidance of doubt, if the Aggregate Cash Consideration equals the entire amount of the Aggregate Initial Consideration, then there shall be no Aggregate Share Consideration and no Share Consideration.
The Aggregate Initial Consideration Amount to be delivered by Parent at the Closing pursuant to Section 3.2 shall be changed by the amount of the Estimated Net Working Capital Adjustment, which change shall be an increase if the Estimated Net Working Capital Adjustment is a positive number and which change shall be a decrease if the Estimated Net Working Capital Adjustment is a negative number.
Purchaser shall be entitled to retain any Aggregate Initial Consideration or Final Merger Consideration not paid on account of the Dissenting Stock pending resolution of the claims of such holders, and the remaining Company Stockholders shall not be entitled to any portion of such retained Aggregate Initial Consideration or Final Merger Consideration.
Since out-of-class pay is an assignment rather than an AHS appointment to the position, the employee is not eligible for step increases that apply to the higher level position, but continues to receive step increases for the lower level position, if the employee is otherwise eligible for step increases in the lower level position.
Purchaser shall have an opportunity to provide any comments it may have to the Estimated Working Capital and the Aggregate Initial Consideration to the Company, and the Company shall consider in good faith (unless there is a reasonable basis not to do so) any revisions to the Estimated Working Capital and the Aggregate Initial Consideration as may be reasonably requested by Purchaser prior to the Closing.
Consideration is equal to the Aggregate Initial Consideration, and shall be adjusted following the Closing as set forth herein.

More Definitions of Aggregate Initial Consideration

Aggregate Initial Consideration means the aggregate sum of the Initial Cash Consideration and the Initial Share Consideration.

Aggregate Initial Consideration means (i) $147,000,000, plus (ii) the aggregate amount of Estimated Cash as of the close of business on the day prior to the Closing Date, minus (iii) the aggregate amount of the Estimated Indebtedness, minus (iv) the aggregate amount of Estimated Transaction Expenses, minus (v) the Indemnification Escrow Amount, minus (vi) the Merger Consideration Adjustment Escrow Amount minus (vii) the amount, if any, by which Estimated Working Capital as of the close of business on the day prior to the Closing Date, as determined pursuant to Section 2.10(a), is less than Target Working Capital (a “Downward Closing Working Capital Adjustment”), minus (viii) the Special Escrow Amount plus (ix) the amount, if any, by which Estimated Working Capital as of the close of business on the day prior to the Closing Date, as determined pursuant to Section 2.10(a), is greater than Target Working Capital (an “Upward Closing Working Capital Adjustment”).

Aggregate Initial Consideration means (i) Eight Hundred Twenty-Five Million Dollars ($825,000,000), plus (ii) the aggregate amount of Estimated Cash, as determined pursuant to Section 2.10(a), minus (iii) the aggregate amount of Estimated Indebtedness, as determined pursuant to Section 2.10(a), minus (iv) the aggregate amount of Estimated Sellers’ Transaction Expenses, as determined pursuant to Section 2.10(a), minus (v) the Adjustment Escrow Amount, minus (vi) the Indemnity Escrow Amount, minus (vii) the amount, if any, by which Estimated Working Capital, as determined pursuant to Section 2.10(a), is less than Target Working Capital (a “Downward Closing Working Capital Adjustment”), plus (viii) the amount, if any, by which Estimated Working Capital, as determined pursuant to Section 2.10(a), is greater than Target Working Capital (an “ Upward Closing Working Capital Adjustment”), minus (ix) the Sellers’ Representative Expense Fund.

Aggregate Initial Consideration means (i) $328,000,000, plus (ii) the aggregate amount of Estimated Cash as of the Closing, minus (iii) the aggregate amount of all Estimated Indebtedness (to the extent not paid by the Company Group prior to the Closing), minus (iv) the aggregate amount of all Estimated Sellers’ Transaction Expenses (to the extent not paid by the Company Group prior to the Closing), minus (v) the Indemnification Escrow Amount, minus (vi) the Purchase Price Escrow Amount, minus (vii) the amount, if any, by which Estimated Working Capital as of the Closing, as determined pursuant to Section 2.11(a) , is less than Target Working Capital (a “ Downward Closing Working Capital Adjustment ”), plus (viii) the amount, if any, by which Estimated Working Capital as of the Closing, as determined pursuant to Section 2.11(a) , is greater than Target Working Capital (an “ Upward Closing Working Capital Adjustment ”). An example calculation of Aggregate Initial Consideration is set forth on Schedule 1.1(A) .

Aggregate Initial Consideration means (i) the Base Consideration, plus (ii) the aggregate amount of Estimated Cash as of the close of business on the day prior to the Closing Date, minus (iii) the aggregate amount of the Company Group’s Estimated Indebtedness, minus (iv) the aggregate amount of Unpaid Sellers’ Transaction Expenses, minus (v) the Estimated Closing Income Taxes, minus (vi) the Escrow Amount, minus (vii) the amount of the Sellers’ Representative Expense Fund, minus (viii) the amount, if any, by which Estimated Working Capital as of the close of business on the day prior to the Closing Date, as determined pursuant to Section 2.10(a), is less than Target Working Capital (a “Downward Closing Working Capital Adjustment”), plus (ix) the amount, if any, by which Estimated Working Capital as of the close of business on the day prior to the Closing Date, as determined pursuant to Section 2.10(a), is greater than Target Working Capital (an “Upward Closing Working Capital Adjustment”).