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

  • However, as technology has advancedover the years, many of the higher quality wood grain effect UPVC finishes now available are extremely hard to tell apart from the real thing, unless by touch or very close examination.

  • 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).

  • 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.

  • 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.

  • The Book Borrowing and Lending Sheets were drawn and filled regularly in their registers to ensure the accuracy and management of the books available in the reading clubs.

  • If any Damages otherwise indemnifiable hereunder were already specifically included as Closing Indebtedness or Company Transaction Expenses and therefore taken into account in the determination of the Aggregate Merger Consideration Value or the Adjustment Amount (as finally determined hereunder), the same amount of such Damages may not be recovered under this Article 10.


More Definitions of Aggregate Merger Consideration Value

Aggregate Merger Consideration Value means $1,650,000,000.
Sample 1
Aggregate Merger Consideration Value means $130,000,000.00.
Sample 1
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 $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
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 (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

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 2.9(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).

  • 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.

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

  • Base Merger Consideration means $1,200,000,000.

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

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Merger Consideration has the meaning set forth in Section 2.1(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 2.6(b).

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

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • 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 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.

  • Company Value means the actual value of the Company as a going concern based on the difference between (a) the actual value of all of its assets as determined in good faith by the Board, including a majority of the Independent Directors, and (b) all of its liabilities as set forth on its balance sheet for the period ended immediately prior to the determination date, provided that (i) if the Company Value is being determined in connection with a Change of Control that establishes the Company’s net worth, then the Company Value shall be the net worth established thereby and (ii) if the Company Value is being determined in connection with a Listing, then the Company Value shall be equal to the number of outstanding Common Shares multiplied by the Closing Price of a single Common Share averaged over a period of 30 trading days during which the Shares are listed or quoted for trading after the date of Listing. For purposes hereof, a “trading day” shall be any day on which the NYSE is open for trading, whether or not the Common Shares are then listed on the NYSE and whether or not there is an actual trade of Common Shares on any such day. If the holder of Convertible Shares disagrees as to the Company Value as determined by the Board, then each of the holder of Convertible Shares and the Company shall name one appraiser and the two named appraisers shall promptly agree in good faith to the appointment of one other appraiser whose determination of the Company Value shall be final and binding on the parties as to the Company Value. The cost of such appraisal shall be split evenly between the Company and the Advisor.