Aggregate Merger Consideration Value definition

Aggregate Merger Consideration Value means the sum of (a) the Total Cash Amount, and (b) the Interchange Measurement Price multiplied by the Total Stock Amount.
Sample 1Sample 2
Aggregate Merger Consideration Value means (a) $150,000,000, minus (b) the sum of (i) the amount of Estimated Closing Indebtedness, (ii) the amount of Estimated Unpaid Company Transaction Expenses and (iii) the amount, if any, by which Estimated Closing Working Capital is less than the Target Working Capital, plus (c) the sum of (i) the amount of Estimated Closing Cash, (ii) the amount, if any, by which the Estimated Closing Working Capital is greater than the Target Working Capital and (iii) the Aggregate Exercise Price.
Sample 1Sample 2
Aggregate Merger Consideration Value means (a) $45,000,000, plus (b) the Estimated Adjustment Amount (if the Estimated Adjustment Amount is a positive number) or minus (c) the absolute value of the Estimated Adjustment Amount (if the Estimated Adjustment Amount is a negative number).
Sample 1

Examples of Aggregate Merger Consideration Value in a sentence

  • To the extent permitted under applicable Tax law, any indemnity payments made pursuant to Article 10 shall constitute an adjustment of the Aggregate Merger Consideration Value paid by Parent pursuant to Article 2 for Tax purposes.

  • Any indemnity payments made pursuant to Article 10 shall constitute an adjustment of the Aggregate Merger Consideration Value paid by Parent pursuant to Article 2 for Tax purposes.

  • Parent has sufficient cash resources to pay the cash component of Aggregate Merger Consideration Value pursuant to this Agreement.

  • For the avoidance of doubt, such adjustment shall not result in an increase to the Aggregate Merger Consideration Value (as determined without taking into account any adjustments pursuant to this section).


More Definitions of Aggregate Merger Consideration Value

Aggregate Merger Consideration Value means the value of 3.8 million shares of Parent Common Stock (as determined based on the closing price of Parent Common Stock on the Nasdaq National Market on the Closing Date); provided, however, this limitation shall not apply with respect to claims made pursuant to Section 5(f) of this Agreement.
Sample 1
Aggregate Merger Consideration Value means (a) six billion five hundred million dollars ($6,500,000,000), minus (b) the sum of (i) the amount of Estimated Closing Indebtedness and (ii) the amount of Estimated Unpaid Company Transaction Expenses, plus (c) the sum of (i) the amount of Estimated Closing Cash and (ii) the Aggregate Exercise Price.
Sample 1
Aggregate Merger Consideration Value means $130,000,000.00.
Sample 1
Aggregate Merger Consideration Value means $1,650,000,000.
Sample 1
Aggregate Merger Consideration Value means (a) $1,850,000,000 plus (b) the Aggregate Company Option Exercise Price minus (c) the amount (if any) of Company Closing Debt minus (d) the amount (if any) by which the Company Closing Cash is less than $5,000,001 plus (e) the amount (if any) by which the Company Closing Cash is greater than $5,000,001.
Sample 1
Aggregate Merger Consideration Value means $990,000,000, provided, that such amount shall be reduced by (a) $141,428,570, if upon Closing, the Company has not completed its acquisition of Innovations Group, (b) $35,215,710, if upon Closing, the Company has not completed its acquisition of TTC Healthcare, and (c) $990,000 for each 1.0% interest of Glocal that is below 90% and that is not yet acquired by the Company upon Closing, in each case pursuant to the applicable Company Subsidiary Acquisition Agreements; provided, however, that if the Company Closing Net Debt is greater than the Maximum Company Closing Net Debt, such sum shall be reduced by the dollar amount by which the Company Closing Net Debt exceeds the Maximum Company Closing Net Debt. For the avoidance of doubt, the sum of the Aggregate Merger Consideration Value and the merger consideration and the value of the assumed options related to the Cloudbreak Health Merger shall be $1,100,000,000.
Sample 1

Related to Aggregate Merger Consideration Value

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

  • Cash Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Base Merger Consideration has the meaning set forth in Section 3.1(a).

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Non-Cash Consideration means consideration in a form other than cash.

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

  • 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).

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Black Scholes Consideration Value means the value of the applicable Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).

  • Transaction Value means the actual contract value (the bid sum or price) in South African currency, inclusive of all applicable taxes in respect of the goods, services or construction works that are contracted for.

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

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Acquisition Value of the Common Stock means, for each Trading Day in the Valuation Period, the value of the consideration paid per share of Common Stock in connection with such Public Acquirer Change of Control, as follows:

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