Aggregate Purchase Consideration definition

Aggregate Purchase Consideration shall have the meaning given such term in Section 2.4.
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Aggregate Purchase Consideration of a Purchaser means an amount equal to the sum of (i) the outstanding aggregate principal amount, together with all accrued and unpaid interest thereon, of the Purchaser Surplus Notes held by such Purchaser, and (ii) one-third (1/3) of the RBC Closing Capital Amount.
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Aggregate Purchase Consideration is defined in Section 1.2(a).
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Examples of Aggregate Purchase Consideration in a sentence

  • At the Closing, the Company will deliver to the Exchange Agent an amount of Company Stock and Warrants equal to the Aggregate Purchase Consideration, plus any cash payment for a fractional share of Company Stock.

  • Prior to the Effective Time, the Company shall deposit with the Exchange Agent shares of Company Stock and Warrants to be issued to selling shareholders of the Bank, such shares being the number of shares of Company Stock equal to the Aggregate Purchase Consideration issuable in the Merger.

  • Prior to and subsequent to the Closing, each of the Stockholders set forth on Schedule 8.7.1-2 (the ---------------- "Minor Stockholders") shall be severally liable for all of the Losses pursuant to Section 8.1 in proportion to the percentages set forth opposite ----------- such Minor Stockholder name on Schedule 8.7.1-2, up to the amount of ---------------- Aggregate Purchase Consideration received by such Minor Stockholder.

  • Upon receipt of the Aggregate Purchase Consideration and as soon as reasonably possible after the Closing, the Exchange Agent shall deliver to each former holder of a Bank Option the consideration due each such holder under Section 2.8 of the Agreement, in the form of shares of Company Stock and Warrants as provided therein, or in the form of cash, if the shares received in exchange for the cancellation of the Bank Option were submitted for sale in the Offering as provided in Section 7.14(b).

  • Except to the extent otherwise required by a change in applicable Law after the date hereof, payment by Purchaser of the Aggregate Purchase Consideration, the Make Whole Amount, the Aggregate IPO Repurchase Consideration and the TIPLA Amendment Closing Consideration and any Tax sharing payments made by the Parties pursuant to this Section 4.8 shall be made free and clear of, and without deduction or withholding for or on account of, any withholding Taxes.

  • Section 2.1 Aggregate Purchase Consideration.....................

  • If the withdrawal of conditional tenders would cause the total number of shares to be purchased to fall below an Aggregate Purchase Consideration of $9.6 million, then, to the extent feasible, the Company will select enough of the shares conditionally tendered that would otherwise have been withdrawn to permit us to purchase such number of shares that would result in an Aggregate Purchase Consideration of $9.6 million.

  • The Aggregate Purchase Consideration shall be equal to the sum of (i) the product of 844,278 and the Per Share Consideration and (ii) the Aggregate Option Price.

  • The Loan shall be repaid to Parent, pursuant to the terms of the Loan Documents, solely from proceeds from the sale by Seller of Parent Common Stock received as a portion of the Aggregate Purchase Consideration.

  • Upon receipt of the Aggregate Purchase Consideration and as soon as reasonably possible after the Closing, the Exchange Agent shall deliver to each holder of a Bank Option the consideration due each such holder under Section 2.8 of the Agreement, in the form of cash, shares of Company Stock and Warrants as provided therein.


More Definitions of Aggregate Purchase Consideration

Aggregate Purchase Consideration shall have the meaning ascribed thereto in Section 3.1 hereof.
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Aggregate Purchase Consideration means the sum of the Respective Purchase Consideration as set out in Clause 2.1 (unless modified pursuant to Clause 2.4 read with Clause 3.3.3);
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Aggregate Purchase Consideration means the Purchase Price and any other purchase price consideration paid or payable to a Rxx Party or an Affiliate thereof in connection with this Agreement or the Borealis BC Agreement including, for greater certainty, Rxx’x portion of the purchase price payable to Mxxxxx XX under the Borealis BC Agreement as consideration for the Metro Operating Assets and Mether Properties (each as defined in the Borealis BC Agreement);
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Aggregate Purchase Consideration means the aggregate amount of consideration payable under this Agreement to Seller or the Company or their respective successors, designees or permitted assignees;
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Aggregate Purchase Consideration means the Purchase Price, the amount payable pursuant to Section 2.4, the Sales Earnout and the Net Earnings Earnout.
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Related to Aggregate Purchase Consideration

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • Base Consideration is defined in Section 2.2.

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • 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.

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

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

  • Per Unit Purchase Price equals $7.05, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

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

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • 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.

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

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

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

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

  • Share Consideration has the meaning given to it in Section 2.2;

  • Maximum Aggregate Purchase Price has the meaning assigned to such term in the Pricing Side Letter.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).