Gross Aggregate Consideration definition

Gross Aggregate Consideration as used in this Agreement and the appended Schedule A means:
Sample 1
Gross Aggregate Consideration means the sum of (i) the Merger Consideration plus (ii) $34,000,000 plus (iii) the Aggregate Option Exercise Amount. (12) "Net Aggregate Consideration" shall mean the sum of (i) the Gross Aggregate Consideration minus(ii) the Aggregate Option Exercise Amount. (13) "Per Common Share Total Consideration" shall mean an amount equal to (x) the Gross Aggregate Consideration divided by (y) the aggregate number of shares of Company Common Stock issued and outstanding on a fully diluted basis (including Company Common Stock issuable upon conversion of the Company Series A Preferred Stock and upon exercise of issued and outstanding Company Options,
Sample 1
Gross Aggregate Consideration as used in this Agreement and the appended Schedule A means: (a) in the event of a purchase of the Company's assets, the price paid for the assets acquired and the interest bearing indebtedness assumed by an Entity; (b) in the event of a purchase of the Company's stock or a merger with an Entity, the price paid to the selling stockholders plus the interest bearing indebtedness assumed by the Company or Entity; (c) in the event of an investment in an Entity, the total investment in the Entity by the Company; or (d) in the event of an investment by an Entity in the Company of any and all currency, full fair market value of securities, and any other assets received from any combination of the above accepted by the Company, In determining the Gross Aggregate Consideration paid in shares of stock or other property, such stock or property shall be valued at its fair market value as determined in good faith by the Company. If any of the Gross Aggregate Consideration is payable in currency other than U.S. dollars, for the purpose of calculating the Fees payable, the Gross Aggregate Consideration will be converted into U.S. dollars at the exchange rate prevailing on the date the Transaction is consummated and/or the agreement between the Company and the Entity is executed, regardless of whether any of the Gross Aggregate Consideration payable by the Company is earnout payments or otherwise contingent in nature or payable in installments or otherwise deferred.
Sample 1

Examples of Gross Aggregate Consideration in a sentence

  • With respect to any deferred or contingent Gross Aggregate Consideration, the Fee associated with such amounts will be payable, without interest, at the time such Gross Aggregate Consideration is paid.


More Definitions of Gross Aggregate Consideration

Gross Aggregate Consideration means, without duplication, everything of value received by, paid or payable to the Company and/or their shareholders in connection with a Transaction(s) (regardless of type of Transaction or source of payment), including cash; assets; securities; promissory notes; the proceeds of any loans, debt or security offerings that are an integral part of the Transaction(s); deferred payments; investments in the company; and any other economic benefits, rights, property, or interest. Please note that “Gross Aggregate Consideration” will not include consideration described above for which a corresponding liability exists. For example, to the extent “Gross Aggregate Consideration” is increased to “gross up” the tax benefit of doing an asset purchase as opposed to a stock purchase, this increase will not be counted in the calculation of Gross Aggregate Consideration. Gross Aggregate Consideration will not include the working capital left in the business or any adjustments to working capital.
Sample 1
Gross Aggregate Consideration means everything paid or payable by Nationwide to the other party in an Acquisition, including but not limited to cash, assets, securities, promissory notes, earnouts, interest bearing long-term liabilities that are expressly assumed by Nationwide as a primary obligation of Nationwide, covenants not to compete, consulting agreements, bonuses and any other economic benefits, rights or property, including payments contingent on future events or considerations. The Fee shall be payable at the time the Acquisition is consummated. If the Acquisition is not consummated, the Introducers shall not be entitled to any consideration for their services relating to the Acquisition.
Sample 1
Gross Aggregate Consideration means any and all amounts of money or other consideration paid or conveyed to Seller and/or Owners, or for Seller's and/or Owners’ benefit, or paid or conveyed by a Buyer in connection with the sale of the assets or ownership interest of Seller or a substantial part of the Business plus all liabilities and/or obligations assumed by Buyer. This shall include, without limitation, cash, stock, bonds, indentures, debentures, promissory notes, negotiable instruments, real or personal property, letters or total lines of credit amount, loans, guaranteed capital raise, joint venture, future payments, employment and consulting agreements, non-competition agreements, partnership agreements, rental agreements, lease agreements, options, payments pursuant to option agreements, capital investments, the assumption or discharge of liabilities, an ESOP or any combination of the above or other items of consideration or value. In addition, Gross Aggregate Consideration shall specifically include any and all payments made or to be made by Buyer that are contingent upon future events, such as earn outs, license, sub-licensing agreements, royalty agreements, payments based on future sales or profits and all other items of a contingent nature.
Sample 1
Gross Aggregate Consideration means the total amount paid at closing in respect of any Transaction by the Potential Acquiror, management roll-overs and co-investors as well as debt used in connection with the Transaction including, but not limited to, and without duplication,
Sample 1

Related to Gross Aggregate Consideration

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • 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.

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

  • Excess Aggregate Contributions means, with respect to any Plan Year, the excess of:

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

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

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

  • 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.

  • Maximum Aggregate Purchase Price has the meaning assigned to such term in the Pricing Side Letter.

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

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

  • Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Allocation Amount means, as of the Closing Date, the Series 2023-1 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2023-1 Stated Principal Amount resulting from the issuance of additional Series 2023-1 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge- Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2023-1 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding DollarPrincipal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

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

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Available Aggregate Commitment means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Aggregate Cap has the meaning set forth in Section 20.1A.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

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