Company Consideration definition

Company Consideration means an aggregate of the Closing Consideration and the Contingent Consideration issuable to Company Shareholders pursuant to this Agreement.
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Company Consideration means (a) an aggregate of 2,125,000 Parent Class B Ordinary Shares, (b) Parent Warrants to purchase an aggregate of 2,125,000 Parent Class A Ordinary Shares, which Parent Warrants are (i) not redeemable by Parent and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as the Parent Warrants are held by the Company Shareholders or their Affiliates and Permitted Transferees, and (c) the Contingent Consideration issuable to Company Shareholders pursuant to this Agreement.
Sample 1
Company Consideration has the meaning given in Section 5.
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Examples of Company Consideration in a sentence

  • Amounts paid for indemnification under Article XI will be deemed to be an adjustment to the Company Consideration or Merger Consideration, as applicable, except as otherwise required by applicable Legal Requirements.

  • In connection with a Private Placement by the Company or by Camping World Holding or the sale of more than 51% of the equity interests in the Company or Camping World Holding, Full Company Consideration is intended to represent the amount that would have been paid if the Private Placement or equity sale resulted in the purchaser acquiring 100% of the shares of common stock of the subject entity.

  • Therefore, in connection with a Private Placement by the Company or by Camping World Holding or the sale of equity interests in the Company or Camping World Holding, in either case involving the purchaser acquiring 100% of the shares of common stock of the Company or Camping World Holding, Full Company Consideration shall be equal to the net pre-tax consideration received in such Private Placement or sale.

  • As an example, if 75% of the shares of common stock of the Company are sold for $60 million, Full Company Consideration shall be determined by dividing $60 million by .75, resulting in Full Company Consideration of $80 million.

  • Confining compliance to the most pollution-intensive sectors may seek to reduce administrative costs of monitoring large numbers of small emitters.

  • During the Review Period, Buyer will make reasonably available to the Company Seller and its Representatives all relevant books, records and work papers (including those of Buyer’s internal and external accountants) in Buyer’s possession or under its control relating to its determination of the Proposed Final Company Consideration and all other items reasonably requested by the Company Seller or its Representatives in connection with the determination of the Proposed Final Company Consideration.

  • Upon the Escrow Agent’s receipt of the Forfeiture Instruction, the Escrow Agent shall release for forfeiture and cancellation the number of Escrow Shares as set forth in the Forfeiture Instruction from the accounts maintained on behalf of each Company Shareholder in the same proportion that the total Company Consideration is allocated among them.

  • In issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC shall be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

  • If the Company Seller disputes Buyer’s calculation of the Final Company Consideration, then the Company Seller will so inform Buyer in writing (the “Objection”) during the Review Period.

  • Date 20 March 2013 Parties Vendor: Communications Group Purchaser: The CompanyTarget interest to be acquired 66.283% equity interest in the Target Company Consideration and payment terms The consideration for the 66.283% equity interest in the Target Company is RMB655,356,327 (equivalent to approximately HK$809,081,885), and will be payable by the Company in cash within 5 business days after the effective date of the Communications Group Agreement.


More Definitions of Company Consideration

Company Consideration means (A) with respect to the Newco Shares, the number of Newco Shares equal to the portion of the Reference Value divided by the Reference Price that is attributable to the aggregate number of Company Shares issued and outstanding immediately prior to the Closing (not including, for the avoidance of doubt, the number of Company Common Shares issuable upon conversion of the Convertible Bridge Financing) including any Company Equity Awards exercised prior to or in connection with Closing, and (B) with respect to the Rollover Equity Awards, the number of Rollover Equity Awards equal to the portion of the Reference Value divided by the Reference Price that is attributable to the aggregate number of Company Equity Awards (whether vested or unvested), and in each case without duplication of the Company Shares taken into account for calculating the Company Consideration in respect of the Newco Shares and Rollover Equity Awards.
Sample 1
Company Consideration means the aggregate Per Share Cash Consideration paid, together with the shares of ITI Common Stock as to which the Per Share Cash Consideration is not paid.
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Company Consideration means the KKCG Stock Consideration and the KKCG Cash Consideration.
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Related to Company Consideration

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

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

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

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

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

  • 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.

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

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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

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

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

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

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

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

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

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Base Consideration has the meaning set forth in Section 1.2.

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