Business Combination Consideration definition

Business Combination Consideration means the UPA Seller Preferred Equity Purchase Consideration, the UPA Seller Common Equity Purchase Consideration, the Net Cash Consideration, 57,765,978 shares of Class V common stock (as may be reduced) and the Contribution Amount to be paid or issued by Collier Creek in connection with the Business Combination.
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Business Combination Consideration means, collectively, the Cash Consideration, 306,962,694 PCIH Common Units and 306,962,694 shares of Class B common stock assuming No Redemptions.
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Business Combination Consideration means the aggregate legal consideration paid by Res-Care and/or its Consolidated Subsidiaries in connection with a Business Combination, which legal consideration shall be the sum of the consideration granted by the Borrowers (whether by cash, stock or other means), plus the amount of the acquired entity's debt assumed or refinanced by the Borrowers (and excluding any of the acquired entity's debt not assumed or refinanced by the Borrowers).
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Examples of Business Combination Consideration in a sentence

  • The valuation of the shares shall be calculated based on the average price of five days before and 5 days after the execution of this Agreement.

  • Business Combination Consideration In connection with the Closing of the Business Combination, on February 9, 2022, the Company issued 139,106,323 shares of Class B Common Stock and 1,388,125 shares of Class C Common Stock, representing 694,062 shares of Series C-1 Common Stock and 694,063 shares of Series C-2 Common Stock.

  • The shares of Purchaser Common Stock issued as Business Combination Consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance.


More Definitions of Business Combination Consideration

Business Combination Consideration means the UPA Seller Preferred Equity Purchase Consideration, the UPA Seller Common Equity Purchase Consideration, the Net Cash Consideration, 61,249,000 shares of
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Business Combination Consideration means the UPA Seller Preferred Equity Purchase Consideration, the UPA Seller Common Equity Purchase Consideration, the Net Cash Consideration, 61,249,000 shares of Class V Common Stock (as may be reduced) and the Contribution Amount paid or issued by Collier Creek at the Closing of the Business Combination.
Sample 1
Business Combination Consideration means the aggregate legal consideration paid by Res-Care and/or its Consolidated Subsidiaries in connection with a Business Combination, which legal consideration shall be the sum of the consideration granted by the Borrowers (whether by cash, stock or other means), plus the amount of the acquired entity's debt assumed or refinanced by the Borrowers (and excluding any of the acquired entity's debt not assumed or refinanced by the Borrowers). For purposes of determining the "Business Combination Consideration" herein, common stock of Res-Care issued to a seller in a Business Combination shall be valued at 50% of the market value of such common stock (based upon the closing price of the common stock of Res-Care as reported on the NASDAQ National Market System) as of the effective date of the Business Combination.
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Related to Business Combination Consideration

  • Business Combination Transaction means:

  • Business Combination means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses, involving the Company.

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • 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.

  • Initial Business Combination means the acquisition by the Company, whether through a merger, share exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar type of transaction, of one or more business or entities (“Target Business” or “Target Businesses”), whose collective fair market value is equal to at least 80% of the balance in the Trust Account and resulting in ownership by the Company or the holders of IPO Shares of at least 51% of the voting equity interests of the Target Business or Businesses or all or substantially all of the assets of the Target Business or Businesses;

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

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

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

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

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

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Business Combination Proposal has the meaning set forth in Section 5.8.

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

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

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

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

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

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

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

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Share Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.