Company Equity Consideration definition

Company Equity Consideration means the Purchase Price less (i) the Aggregate Redemption Amount less (ii) the Company Transaction Expenses plus (iii) any accrued and unpaid dividends on the Series A Preferred Shares and Series B Preferred Shares (excluding any dividends, interest or other penalties on any such dividends), whether or not declared, from December 31, 2012 to the Effective Time, expressed in U.S. Dollars.

Company Equity Consideration means a number equal to the quotient determined by dividing (a) the Company Equity Value by (b) $10.00.

Company Equity Consideration means the Purchase Price less (i) the Aggregate Redemption Amount less (ii) the Company Transaction Expenses plus (iii) any accrued and unpaid dividends on the Series A Preferred Shares and Series B Preferred Shares (excluding any dividends, interest or other penalties on any such dividends), whether or not declared, from December 31, 2012 to the Effective Time, expressed in

Examples of Company Equity Consideration in a sentence

• To the extent computation of any amounts contemplated by this Agreement (including the Company Equity Consideration and any of the thresholds or other amounts contemplated by Article 9) include a currency other than U.S. dollars, such amounts shall be converted to U.S. dollars using the USD Equivalent.

• In the event that a Company Warrant is not an In-the-Money Company Warrant (i.e., the exercise price of such Company Warrant is equal to or greater than the quotient of (i) the Company Equity Consideration divided by (ii) the number of Company Common Shares, determined on a Fully Diluted Basis as of immediately prior to the Effective Time, such Company Warrant shall be cancelled without any payment or consideration therefor and have no further force or effect.

• In the event that a Company Option is not an In-the-Money Company Option (i.e., the exercise price of such Company Option is equal to or greater than the quotient of (i) the Company Equity Consideration divided by (ii) the number of Company Common Shares, determined on a Fully Diluted Basis as of immediately prior to the Effective Time such Company Option shall be cancelled without any payment or consideration therefor and have no further force or effect.

• All payments made by the Indemnity Securityholders to or for the benefit of Parent Indemnitees pursuant to the Indemnity Securityholders’ Side Letter shall be treated as adjustments to the Company Equity Consideration for Tax purposes, unless otherwise required by Law, and such agreed treatment shall govern for purposes of this Agreement.

• All payments made out of the Escrow Amount to or for the benefit of Parent Indemnitees pursuant to this Article 9 shall be treated as adjustments to the Company Equity Consideration for Tax purposes, unless otherwise required by Law, and such agreed treatment shall govern for purposes of this Agreement.

More Definitions of Company Equity Consideration

Company Equity Consideration means a number of Company Up-C Units, shares of Surviving Corporation Class A Common Stock, Surviving Corporation SAR Awards, and/or Surviving Corporation Options (as specified in the Allocation Schedule) equal to the quotient determined by (1) with respect to the Company dividing (a) the Vacasa Equity Value minus the portion of the Company Cash Consideration allocated to holders of Company Equity Securities other than TK Newco and the equityholders of TK Newco (other than holders of TK Newco Class B Common Stock in their capacity as such, which are non-economic interests and which will receive no portion of the Aggregate Consideration in connection with the Transactions) by (b) $10.00 and (2) with respect to TK Newco and the equityholders of TK Newco (other than holders of Class B Common Stock of TK Newco in their capacity as such), dividing (a) the TK Newco Equity Value minus the portion of the Company Cash Consideration allocated to TK Newco and the equityholders of TK Newco (other than holders of TK Newco Class B Common Stock in their capacity as such, which are non-economic interests and which will receive no portion of the Aggregate Consideration in connection with the Transactions) by (b) $10.00.