Current Transaction Consideration definition

Current Transaction Consideration means the sum of all amounts to be received, directly or indirectly, by Stockholder and his Affiliates pursuant to all of the Transaction Documents as in effect on the date hereof.

Current Transaction Consideration means the aggregate Per Share Consideration which would have been received for the Subject Shares of the Shareholders (without duplication) under the Transaction Agreement.

Current Transaction Consideration means all amounts payable directly or indirectly by Parent to the Stockholder in respect of his Shares pursuant to Article II of the Merger Agreement, determined based on the average closing price of Parent Common Stock on the NASDAQ National Market System for the seven trading day period ending on the trading day prior to the date of the Triggering Termination.

Examples of Current Transaction Consideration in a sentence

• As used in this Section 3(a), "Profit" shall mean an amount equal to the excess, if any, of (i) the Alternative Transaction Consideration over (ii) the Current Transaction Consideration.

• Subject to Section 7(b), "Profit" shall mean an amount equal to the excess, if any, of (i) the Alternative Transaction Consideration (as defined below) over (ii) the Current Transaction Consideration (as defined below).

• As used in this Section 5.1, "Profit" shall mean an amount equal to the excess, if any, of (i) the Alternative Transaction Consideration (as defined below) received or receivable with respect to a Stockholder's Owned Shares over (ii) the Current Transaction Consideration (as defined below) received or receivable with respect to a Stockholder's Owned Shares.

• As used in this Agreement, Current Transaction Consideration shall mean the sum of all amounts to be received, directly or indirectly, by the Stockholder pursuant to Article II of the Merger Agreement as well as the value of all Options to be received by the Stockholder in connection with the Merger and the aggregate amount of all other payments or other consideration to be received by the Stockholder as a direct result of the Merger.

• As used in this Section 4(a), "Profit" shall mean an amount equal to the excess, if any, of the Alternative Transaction Consideration over the Current Transaction Consideration.

More Definitions of Current Transaction Consideration

Current Transaction Consideration means on a per share basis the lower of (i) $18 per share of Company Common Stock or (ii) the value per share of Company Common Stock calculated pursuant to the terms of Section 3.1(b) of the Merger Agreement on the date on which the Qualifying Termination Occurs (the "Termination Date") expressed as a dollar amount based on what the Parent's Closing Date Price and the Common Exchange Ratio would be if the Termination Date were the Closing Date under the Merger Agreement. "Qualifying Termination of the Merger Agreement" means a termination of the Merger Agreement other than pursuant to Sections 9.1(a), 9.1(c), 9.1(f) or 9.1

Current Transaction Consideration means all amounts to be received, directly or indirectly, by such Stockholders pursuant to Article I of the Merger Agreement as such Article I may be amended from time to time.

Current Transaction Consideration means, with respect to the Shares subject to an Acquisition Transaction, a per share amount equal to $20.

Current Transaction Consideration shall, as to each Stockholder, mean the volume weighted average of the closing prices per share of the Common Stock as reported on the New York Stock Exchange for each of the ten (10) trading days immediately following public disclosure of the Contemplated Transactions, multiplied by the number of Stockholder Shares owned, beneficially or of record, by such Stockholder on the day before the date of such public disclosure.

Current Transaction Consideration means all amounts payable directly or indirectly by Purchaser to the Stockholder in respect of his Shares pursuant to Section 1.3(d) of this Agreement. As used in this Section 8.4, "Acquisition" shall refer to the definition in the Merger Agreement. For purposes of determining Profits under this Section 8.4, consideration received or to be received by HoldCo in an Alternative Disposition or Second Transaction (as defined below) in consideration of shares of capital stock of the Company held by HoldCo shall be deemed to be received by the Shareholders pro-rata in accordance with their relative share ownership in HoldCo. For purposes of determining Profits under this Section 8.4: (i) all non-cash items shall be valued based upon the fair market value thereof as determined by an independent expert selected by Purchaser, (ii) all deferred payments or consideration shall be discounted to reflect a market rate of net present value thereof as determined by the above- referenced independent expert, (iii) all contingent payments will be assumed to have been paid and (iv) if less than all of a Shareholder's Shares are subject to the Alternative Disposition, then the Current Transaction Consideration shall be deemed to be an amount equal to the Current Transaction Consideration multiplied by a fraction, the numerator of which is the number of such Shareholder's Shares sold, transferred, exchanged, canceled or disposed of in such Alternative Disposition and the denominator of which is the total number of such Shareholder's Shares. In the event any contingent payments included in the determination of Profits ultimately are not paid pursuant to an Alternative Disposition, then Purchaser shall reimburse such Shareholder for any amounts paid to Purchaser hereunder in respect of such uncollected contingent payments promptly after receipt of written notice of such non- payment.

Current Transaction Consideration means all amounts payable directly or indirectly by the Buyer to the Principal Stockholder in respect of his, her or its Company Shares pursuant to Article I of the Merger Agreement (valued based on the closing price of the Buyer Common Shares on The NASDAQ Stock Market on the date of the Triggering Termination).

Current Transaction Consideration means $22.00 times the number of SMF Shares Transferred in connection with such Alternative Disposition.