Aggregate Initial Consideration definition

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

Examples of Aggregate Initial Consideration in a sentence

  • At Closing, Parent will pay in trust to the Exchange Agent (as defined below) for the benefit of each Stockholder, Warrantholder or Eligible Optionholder (the “Exchange Fund”), by wire transfer of immediately available funds, the Aggregate Initial Consideration Amount set forth on the Aggregate Consideration Allocation Schedule.

  • The Parties hereto have agreed that the “Net Working Capital Adjustment” shall be the amount of the difference between the Net Working Capital Amount and zero, which shall result in a change in the Aggregate Initial Consideration Amount such that if the difference is positive, there shall be an increase in the Aggregate Initial Consideration Amount and, if the difference is negative, there shall be a decrease in the Aggregate Initial Consideration Amount.

  • 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.

  • 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”).

  • If the Adjusted Aggregate Initial Consideration Amount is greater than the Aggregate Initial Consideration Amount on the Closing Date, then Parent shall pay to the Company Stockholders in accordance with the Distribution Waterfall and the Surviving Corporation (for the benefit of the Optionholders, Bonus Recipients and Convertible Noteholders) an aggregate amount in cash equal to the difference between the Adjusted Aggregate Initial Consideration Amount and the Aggregate Initial Consideration Amount.

  • 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.

  • 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.

  • Any Deferred Payments under this Agreement shall be treated by all parties as adjustments to the Aggregate Initial Consideration Amount to the extent permissible under applicable law.

  • The portion of the Aggregate Initial Consideration Amount included in the Option Consideration shall be allocated among the Optionholders after taking into account the applicable exercise prices for such Options, in each case as set forth in the Distribution Waterfall.

  • 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).


More Definitions of Aggregate Initial Consideration

Aggregate Initial Consideration means the aggregate sum of the Initial Cash Consideration and the Initial Share Consideration.
Sample 1
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) .
Sample 1
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”).
Sample 1
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.
Sample 1
Aggregate Initial Consideration means 2,600,000 shares of Purchaser Common Stock.
Sample 1

Related to Aggregate Initial Consideration

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • 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.

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

  • Additional Consideration has the meaning set forth in Section 3.2.

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

  • Aggregate Stock Consideration is defined in Section 2.05C.

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

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

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

  • Earnout Consideration has the meaning set forth in Section 2.8.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

  • 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.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • 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.

  • 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.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Purchase Price Adjustment Escrow Amount means $1,500,000.

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

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

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Initial Contribution means that contribution each Participant has made or agrees to make pursuant to Section 5.1.