Aggregate Preferred Consideration definition

Aggregate Preferred Consideration has the meaning set forth in Section 1.7(a)(ii).
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Aggregate Preferred Consideration means a number of shares of NewCo Convertible Preferred Stock equal to the quotient of (i) the Available Cash Shortfall Amount divided by (ii) one hundred dollars ($100).
Sample 1

Examples of Aggregate Preferred Consideration in a sentence

  • Following the Effective Time, if the sum of the Closing Merger Consideration plus all Post-Closing Payments that have been made or are payable exceeds the Aggregate Preferred Consideration, subject to Section 3.9, each holder of Common Stock shall be entitled to receive upon any Post-Closing Payment with respect to each share of Common Stock held by such Company Stockholder immediately prior to the Effective Time, the Per Common Share Post-Closing Payment.

  • Each holder of shares of Common Stock will receive, for each share of Common Stock held thereby immediately prior to the Closing (other than Rollover Shares), an amount equal to (i) the Closing Payment, plus the Rollover Value, plus the Aggregate Option Exercise Price (as defined below), minus the Aggregate Preferred Consideration, divided by (ii) the Fully Diluted Number of Common Shares (as defined below) (such amount, the “Per Common Share Consideration”).

  • The aggregate purchase consideration to be paid hereunder to the Common Holders for the sale of the Common Shares and to the Common Warrant Holders for the sale of the Common Warrants shall equal the sum (if, but only if, such sum is a positive number) of: (a) the Aggregate Purchase Price minus (b) the Aggregate Preferred Consideration (such sum, if, but only if, a positive number, the “Common Consideration”).


More Definitions of Aggregate Preferred Consideration

Aggregate Preferred Consideration. As defined in Section 4.1(a)(ii).
Sample 1
Aggregate Preferred Consideration is defined in Section 1.5(d) of this Agreement. “Aggregate Purchase Price” is defined in the definition of “Purchase Price.” “Agreed Accounting Principles” means GAAP applied on a basis consistent with the methodologies, practices, principles, and policies used by the Company in the preparation of its consolidated audited balance sheet dated December 29, 2013 and its consolidated unaudited balance sheet dated March 30, 2014. “Agreement” is defined in the Preamble of this Agreement.
Sample 1
Aggregate Preferred Consideration means $64,750,000.
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Aggregate Preferred Consideration means the sum of the Aggregate Series A Consideration, Aggregate Series A-2 Consideration, Aggregate Series A-3 Consideration and Aggregate Series B Consideration.
Sample 1
Aggregate Preferred Consideration means the sum of the Aggregate Series A Consideration, Aggregate Series A-2 Consideration, AggregateSeries A-3 Consideration and Aggregate Series B Consideration.
Sample 1

Related to Aggregate Preferred Consideration

  • 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).

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

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

  • 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.

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

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

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

  • 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.

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

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

  • Liquidation Preference Amount means $25,000 per share of Series A Preferred Stock.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

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

  • 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.

  • 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.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Purchaser Preferred Stock means the shares of preferred stock, par value $0.0001 per share, of the Purchaser.

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

  • Series B Liquidation Preference means a liquidation preference for each Series B Preferred Unit initially equal to $25.00 per unit, which liquidation preference shall be subject to increase by the per Series B Preferred Unit amount of any accumulated and unpaid Series B Distributions (whether or not such distributions shall have been declared).

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

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

  • Class A Preferred Stock means the Class A preferred stock, nominal value $0.0001 per share, of the Company.

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).