Closing Transaction Consideration definition

Closing Transaction Consideration means the Aggregate Transaction Consideration minus the Earnout Shares. “Code” means the Internal Revenue Code of 1986, as amended.

Closing Transaction Consideration means an amount equal to (i) $8,713,000,000, minus (ii) Company Net Debt Amount, minus (iii) Transaction Expenses, plus (iv) the Aggregate Permitted Acquisition Price Amount, if any.

Closing Transaction Consideration means an amount equal to (i) $682,500,000, minus (ii) the Company Net Debt Amount.

Examples of Closing Transaction Consideration in a sentence

• At the Closing, Subversive shall deliver to the Paying Agent (i) the aggregate Closing Transaction Consideration payable pursuant to Section 2.01(a) and Section 2.02(b)(i), as applicable, and (ii) an amount equal to the aggregate Closing Cash-Out Amount payable to the Xxxxxx Shareholders pursuant to Section 2.02(b)(ii) and the aggregate Xxxxxx Options Cash-Out Amount payable to holders of Xxxxxx Options pursuant to Section 2.02(d)(ii).

• Any portion of the Closing Transaction Consideration or the Contingent Transaction Consideration, if any, to which the Xxxxxx Shareholders and the Employed Option Holders may become entitled shall become payable at the times and subject to the conditions specified herein.

• Any portion of the Closing Transaction Consideration that remains unclaimed by the Xxxxxx Shareholders six months after the Effective Time shall be returned to Subversive, upon demand, and any such Xxxxxx Shareholders who has not exchanged Xxxxxx Share Certificates for such Xxxxxx Shareholder’s portion of the Closing Transaction Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Subversive for payment of its portion of the Closing Transaction Consideration.

• The Put Right Agreement and all other Existing Xxxxxx Agreements shall be deemed automatically cancelled, with no further action by any of the Parties, upon the issuance of the Closing Merger Consideration hereunder and the issuance of the Closing Transaction Consideration (as defined in the Xxxxxx Transaction Agreement) under the Xxxxxx Transaction Agreement and subject to the effectiveness of all Transaction Agreements without further condition.

• For the avoidance of doubt, no such adjustment pursuant to this Section 6.9 shall increase the Closing Transaction Consideration, as adjusted in accordance with the terms thereof.

More Definitions of Closing Transaction Consideration

Closing Transaction Consideration means (i) the Estimated Transaction Consideration, minus (ii) the Indemnity Escrow Amount, minus (iii) the Adjustment Escrow Amount, minus (iv) Seller Stockholder Representative Expense Fund.

Closing Transaction Consideration means, a number of Subversive Common Shares equal to the quotient of (a) an amount equal to the Base Value divided by (b) the Effective Share Price.

Closing Transaction Consideration means a number of shares of SPAC Common Stock equal to the sum of (a) the aggregate number of shares of SPAC Class A Common Stock which the holders of Company Common Stock are entitled to receive pursuant to Section 3.01(b)(i), (b) the aggregate number of shares of SPAC Class B Common Stock which the holders of Company Series A Preferred Stock are entitled to receive pursuant to Section 3.01(b)(ii), (c) the aggregate number of shares of SPAC Class B Common Stock which the holders of Company Founder Preferred Stock are entitled to receive pursuant to Section 3.01(b)(iii), (d) the aggregate number of shares of SPAC Class A Common Stock which the holders of Company In-the-Money Vested Options are entitled to receive pursuant to Section 3.01(c)(i), (e) the aggregate number of shares of SPAC Class A Common Stock underlying SPAC Options into which all Company Options that are not Company In-the-Money Vested Options are converted pursuant to Section 3.01(c)(ii), (f) the aggregate number of shares of SPAC Class A Common Stock underlying SPAC RSUs into which all Company RSUs that are unvested are converted pursuant to Section 3.01(c)(iii), and (g) the aggregate number of shares of SPAC Class A Common Stock which the holders of Company Warrants and Company Convertible Instruments are entitled to receive pursuant to Section 3.01(c)(iv).”

Closing Transaction Consideration means 210,000,000 shares of Parent Common Stock.

Closing Transaction Consideration means the sum of (a) the Purchase Price, minus (b) the Estimated Net Closing Date Debt, if positive, plus (c) the Estimated Net Closing Date Debt, if negative plus (d) the Estimated Net Working Capital Surplus determined pursuant to Section 2.2(b), if any, or minus (e) the Estimated Net Working Capital Deficiency determined pursuant to Section 2.2(b), if any.

Closing Transaction Consideration has the meaning set forth in Section 2.2.

Closing Transaction Consideration means (a) 50,000,000 Pubco Common Shares, plus (b) the Convertible Loan Note Share Amount, minus (c) the Exchange Agreement Deduction Amount.