Estimated Total Stock Purchase Consideration definition

Estimated Total Stock Purchase Consideration means an amount equal to (A) the Base Amount plus (B) the Estimated Net Working Capital Surplus (if any), minus (C) the Estimated Net Working Capital Shortfall (if any) minus (D) the Estimated Transaction Expenses plus (E) the Estimated Closing Cash minus (F) the Estimated Closing Debt.
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Estimated Total Stock Purchase Consideration means an amount equal to (A) the Base Amount plus (B) the Estimated Net Working Capital Surplus (if any), minus (C) the Estimated Net Working Capital Shortfall (if any) minus (D) the Estimated Transaction Expenses plus (E) the Estimated Closing Cash minus (F) the Estimated Closing Debt. “Estimated Transaction Expenses” means the Company’s good faith estimate of the Closing Transaction Expenses, as set forth on the Estimated Closing Statement. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Excluded Liabilities” means the Liabilities set forth on Schedule 1.1(c). “Existing Employment Agreements” has the meaning set forth in Section 3.12(h). “Export Control and Sanctions Laws” has the meaning set forth in Section 3.15(e). “Final Closing Cash” means the Closing Cash, as finally agreed or determined in accordance with Section 2.4(b). “Final Closing Debt” means the Closing Debt, as finally agreed or determined in accordance with Section 2.4(b). “Final Net Working Capital” means the Closing Net Working Capital as finally agreed or determined in accordance with Section 2.4(b). “Final Transaction Expenses” means the Closing Transaction Expenses, as finally agreed or determined in accordance with Section 2.4(b). “FLSA” has the meaning set forth in Section 3.16(a). “Fraud” means common law fraud (with scienter), as determined under Delaware Law. “Fundamental Representations of the Company” means the representations and warranties of the Company set forth in Section 3.1 (Organization and Good Standing), Section 3.2 (Company Subsidiaries), Section 3.3 (Power, Authorization and Validity), Section 3.4 (Capitalization of the Company), Section 3.5(a) (No Conflicts With Charter Documents) and Section 3.18 (No Brokers). “Fundamental Representations of the Sellers” means the representations and warranties of the Sellers and the Seller Guarantors set forth in Section 4.1 (Power, Authorization and Validity), Section 4.2 (Title) and Section 4.5 (Brokers). “Good Reason” means, with respect to any Earn-Out Recipient, the occurrence of one or more of the following without such Earn-Out Recipient’s consent: (A) the Company reduces the amount of such Earn-Out Recipient’s base salary, unless the reduction is in the same proportion required of all corporate
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Related to Estimated Total Stock 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.

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

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

  • 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).

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

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

  • 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.

  • 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.

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

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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

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

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

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

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

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

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • 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.

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.