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)).
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).
Equity Purchase Consideration means a number of Class A Shares equal to the quotient of $4,395,276 divided by $22.24.
Examples of Equity Purchase Consideration in a sentence
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.
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.
More Definitions of Equity Purchase Consideration
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.
Equity Purchase Consideration means the Aggregate Closing Consideration plus the amount of the Post-Closing Payments.
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)).
Equity Purchase Consideration is deleted in its entirety and replaced as follows: