Closing Stock Consideration Amount definition

Closing Stock Consideration Amount means an amount equal to (a) the Base Consideration Amount, (b) plus the Estimated NWC Calculation, (c) minus the Adjustment Holdback Amount, (d) minus the Indemnity Holdback Amount, (e) minus the Initial Reserve Amount.
Sample 1
Closing Stock Consideration Amount means Five Hundred Million Dollars ($500,000,000).
Sample 1
Closing Stock Consideration Amount means an amount equal to Eight Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars and Fifty Cents ($8,666,667.50), which amount (for clarity) shall include the Transaction Expense Closing Stock Consideration Amount.
Sample 1

Examples of Closing Stock Consideration Amount in a sentence

  • The maximum aggregate amount of indemnifiable Losses payable by the Seller under (x) Section 9.1(a)(i) in respect of all claims with respect to breaches of any Seller Fundamental Representation or Company Fundamental Representation and (y) Section 9.1(a)(ii) shall not exceed the aggregate amount of the Closing Cash Consideration plus the Closing Stock Consideration Amount, in each case, other than claims with respect to actual fraud.

  • The maximum aggregate amount of indemnifiable Losses payable by the Purchaser under (x) Section 9.1(b)(i) in respect of all claims with respect to breaches of any Purchaser Fundamental Representation and (y) Section 9.1(b)(ii) shall not exceed the aggregate amount of the Closing Cash Consideration plus the Closing Stock Consideration Amount, other than claims with respect to actual fraud.


More Definitions of Closing Stock Consideration Amount

Closing Stock Consideration Amount means the amount specified in the Closing Stock Consideration Statement, which amount shall be determined in the sole discretion of the Purchaser; provided, however, that the Closing Stock Consideration Amount shall be no greater than $60,000,000 and, subject to the provisos to Sections 8.3(a)(i), 8.3(a)(ii) and 8.3(c), shall be no less than $25,000,000.
Sample 1

Related to Closing Stock Consideration Amount

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

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

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

  • 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.

  • 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.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

  • 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 Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.

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

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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

  • 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.

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

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

  • 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.

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