Closing Transaction Value definition

Closing Transaction Value means the sum of (A) the Aggregate Cash Amount and (B) the product obtained by multiplying the Aggregate Buyer Share Amount by the Closing Buyer Share Value.
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Closing Transaction Value means the sum of (A) the Aggregate Cash Amount and (B) the product obtained by multiplying the Aggregate Parent Share Amount by the Closing Parent Share Value.
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Closing Transaction Value means the sum of (1) the Aggregate Cash Amount and (2) the product of the Aggregate Parent Share Amount and the Parent Common Stock VWAP.
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Examples of Closing Transaction Value in a sentence

  • From and after the Closing, Purchaser shall provide the Seller Representative and its Representatives with such access to the books, records and personnel of the Company as is reasonably necessary to allow the Seller Representative and its Representatives to calculate, evaluate and review Purchaser’s calculation of the Proposed Final Closing Transaction Value, including the identification of any dispute therewith.

  • If Sellers and the Remaining Members are entitled to payments hereunder, the payments shall be made by wire transfer of immediately available funds to an account designated in writing by the Seller Representative and shall be made no later than the third (3rd) Business Day following the determination of the Final Closing Transaction Value.

  • In connection with the resolution of any such dispute by the Independent Accounting Firm, each of the Seller Representative and Purchaser shall have a reasonable opportunity to meet with the Independent Accounting Firm to provide its views as to any disputed issues with respect to the calculation of the Final Closing Transaction Value, the Working Capital Adjustment and the Closing Cash.

  • Section 2.02(c)(vi) Closing Transaction Value................................

  • For the avoidance of doubt, the aggregate number of shares of Parent Common Stock included in the Closing Merger Consideration shall be equal to the Closing Transaction Value.

  • During the twenty (20) Business Days following Purchaser’s receipt of any dispute notice, Purchaser and the Seller Representative shall attempt to resolve such disputed matters and determine the Final Closing Transaction Value.

  • If, at the end of such period, Purchaser and the Seller Representative shall have reached agreement with respect to any disputed matters, the Proposed Final Closing Transaction Value shall be adjusted to take into account such agreement, and shall (subject only to further adjustment pursuant to Section 2.5) be the Final Closing Transaction Value.


More Definitions of Closing Transaction Value

Closing Transaction Value has the meaning set forth in Section 3.1(c)(iv)(D).
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Closing Transaction Value. Section 2.1(f) "Code" Recitals "Common Cash Consideration" Section 2.1(a)(i) "Common Merger Consideration" Section 2.1(a)(i) "Common Share Consideration" Section 2.1(a)(i) "Company" Preamble "Company Benefit Agreements" Section 3.11(b)(iii) "Company Benefit Plan" Section 3.10(a) "Company Bylaws" Section 3.1 "Company Certificate of Incorporation" Section 3.1 "Company Common Stock" Section 2.1(a)(i) "Company Disclosure Schedule" Article 3 "Company ESPP" Section 6.14 "Company Form 10-K" Section 3.5(c) "Company Material Contract" Section 3.8(a) "Company Preferred Stock" Section 3.3(a) "Company Products & Technology" Section 3.15(h) "Company Recommendation" Section 6.2(c)
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Closing Transaction Value means a number of shares of Parent Common Stock equal to 5,329,593 shares of Parent Common stock minus the Closing Indebtedness Share Amount minus the CSC Expense Excess Amount.
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Closing Transaction Value. Section 2.1(f)(iii)(F)
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Closing Transaction Value. Section 2.1(f)(iii)(F) “Closing” Section 1.2 “Code” Preamble “Company” Preamble “Company 401(k)” Section 6.9(c) “Company Articles” Section 3.4(a)
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Closing Transaction Value means the sum of (A) the Aggregate Cash Amount and (B) the product obtained by multiplying the
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Related to Closing Transaction Value

  • Transaction Value means the actual contract value (the bid sum or price) in South African currency, inclusive of all applicable taxes in respect of the goods, services or construction works that are contracted for.

  • Acquisition Value of the Common Stock means, for each Trading Day in the Valuation Period, the value of the consideration paid per share of Common Stock in connection with such Public Acquirer Change of Control, as follows:

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Disposition Value means, at any time, with respect to any property

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • 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.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Issuer or any Restricted Subsidiary pursuant to which the Issuer or such Restricted Subsidiary may sell, convey, assign or otherwise transfer Receivables Assets (which may include a backup or precautionary grant of security interest in such Receivables Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person that is not a Restricted Subsidiary; provided that any such Person that is a Subsidiary meets the qualifications in clauses (1) through (3) of the definition of “Receivables Subsidiary.”

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Excluded Transactions means:

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.