Equity Purchase Consideration definition

Equity Purchase Consideration means the net fair market value of any assets or properties other than cash transferred to or acquired by the Borrower or any Restricted Subsidiary in consideration of or exchange for the issuance of shares of common stock of the Borrower or Non-Cash Pay Preferred Stock of the Borrower, including in connection with mergers and stock acquisitions (such net fair market value being the fair market value of such common stock or Non-Cash Pay Preferred Stock (as reasonably determined in good faith by the Chief Financial Officer of the Borrower, which determination shall, if applicable, be based on the trading value of such common stock or Non-Cash Pay Preferred Stock on the closing date of the transaction)).
Sample 1
Equity Purchase Consideration means an amount in cash equal to (a) Base Purchase Consideration, plus (b) the Aggregate Exercise Price minus (c) the sum of (i) the amount of Estimated Closing Indebtedness and (ii) the amount of Estimated Unpaid Company Transaction Expenses and (iii) the Estimated Closing Working Capital Shortfall plus (d) the amount of Estimated Closing Cash.
Sample 1
Equity Purchase Consideration means a number of Class A Shares equal to the quotient of $4,395,276 divided by $22.24.
Sample 1

Examples of Equity Purchase Consideration in a sentence

  • The foregoing shall not constitute a release of claims with respect to payment of any portion of the Equity Purchase Consideration or the Real Estate Purchase Consideration to which Agent or Real Estate Seller is expressly entitled pursuant to the terms and conditions of this Agreement.

  • Each of the Shareholders and the Real Estate Seller agree to indemnify, defend and hold harmless the Indemnitees from, against and in respect of any and all Damages arising out of or as a result of any Proceedings instituted related to the allocation, adequacy, manner, timing and terms and conditions of payment of the Equity Purchase Consideration or the Real Estate Purchase Consideration.


More Definitions of Equity Purchase Consideration

Equity Purchase Consideration is deleted in its entirety and replaced as follows:
Sample 1
Equity Purchase Consideration means the Aggregate Closing Consideration plus the amount of the Post-Closing Payments.
Sample 1
Equity Purchase Consideration means the net fair market value (after giving effect to any Indebtedness acquired or assumed in the transaction) of any assets or properties other than cash transferred to or acquired by Holdings, the Borrowers or any other Restricted Subsidiary in consideration of or exchange for the issuance of shares of common stock of Holdings or Non-Cash Pay Preferred Stock of Holdings, including in connection with mergers and stock acquisitions (such net fair market value being the fair market value of such common stock or Non-Cash Pay Preferred Stock (as reasonably determined in good faith by the Chief Financial Officer of Holdings, which determination shall, if applicable, be based on the trading value of such common stock or Non-Cash Pay Preferred Stock on the closing date of the transaction).
Sample 1
Equity Purchase Consideration means the net fair market value of any ----------------------------- assets or properties other than cash transferred to or acquired by the Borrower or any Restricted Subsidiary in consideration of or exchange for the issuance of shares of common stock of the Borrower or Non-Cash Pay Preferred Stock of the Borrower, including in connection with mergers and stock acquisitions (such net fair market value being the fair market value of such common stock or Non-Cash Pay Preferred Stock (as reasonably determined in good faith by the Chief Financial Officer of the Borrower, which determination shall, if applicable, be based on the trading value of such common stock or Non-Cash Pay Preferred Stock on the closing date of the transaction)).
Sample 1

Related to Equity Purchase Consideration

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

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

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Fundamental Change Purchase Price has the meaning specified in Section 5.01(a).

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

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Earnout Consideration has the meaning specified in Section 2.08(a).

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

  • 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 Unit Purchase Price equals $2.125, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

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

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