Stock Purchase Consideration definition

Stock Purchase Consideration means the consideration set forth in Section 2.3 of this Agreement.
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Stock Purchase Consideration has the meaning set forth in Section 2.01.
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Stock Purchase Consideration as defined in Section 2.2.
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Examples of Stock Purchase Consideration in a sentence

  • If and solely to the extent that an amount of Damages in connection with an Indemnifiable Matter was actually included in the calculation of the Total Stock Purchase Consideration (or any defined term referred to therein), the same amount of such Damages may not be recovered under this Article 12.

  • Acquiror may determine, in its sole discretion, to obtain debt financing (the “Debt Financing”) to fund any portion of the Total Stock Purchase Consideration.

  • The Seller Guarantors, the Sellers and Acquiror agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article 12 as adjustments to the Total Stock Purchase Consideration for U.S. federal income Tax purposes, to the maximum extent permitted by applicable Law.

  • Except in the case of Fraud to the extent committed by such Person, in no event shall the cumulative indemnification obligations of any Seller Guarantor and such Seller that such Seller Guarantor is the beneficiary of exceed such Seller’s Pro Rata Percentage of the Total Stock Purchase Consideration.

  • Upon the terms and subject to the provisions set forth in this Agreement, at the Closing (as defined in Section 1.3), SPX shall cause DSC to sell, transfer and deliver to Merger Sub, and CNT shall cause Merger Sub to, and Merger Sub shall, purchase from DSC, all right, title and interest in and to the SPX Class B Common Stock (the "Stock Purchase") for a purchase price per share of $2.3132 in cash, or $172,954,108 in the aggregate (such aggregate consideration, the "Stock Purchase Consideration").

  • No duty of indemnification shall arise under Section 14 of this Agreement unless and until the amount of Damages of the Indemnified Party exceeds one percent (1%) of the aggregate Stock Purchase Consideration and then such liability shall be limited to Damages in aggregate in excess of one percent (1%) of the aggregate Stock Purchase Consideration.

  • The term "Stock Purchase Consideration Adjustment Amount" shall have the meaning set forth in Section 2.5(a).

  • All Stock Purchase Consideration shall be paid to each of the Funds pro rata in accordance with their respective percentage ownership of the "Company Common Stock" as set forth on Schedule 1.3(c).

  • The term "Proposed Stock Purchase Consideration Adjustment" shall have the meaning set forth in Section 2.5.

  • The execution, delivery and performance of this Agreement and the Registration Rights Agreement by each Fund and the consummation of the transactions contemplated hereby and thereby by each Fund do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity except for applicable filings pursuant to the HSR Act and filings under the Securities Exchange Act of 1934, as amended, with respect to the Stock Purchase Consideration.


More Definitions of Stock Purchase Consideration

Stock Purchase Consideration has the meaning set forth in Section 2(b) below. “Stockholders” has the meaning set forth in the preface above. “Subsidiary” means any corporation, limited partnership, limited liability company, sociedad anonima, GmbH, GmbH & Co. KG, company organized under the Xxxxxxxxx Xxx xx 0000 (Xxxxxx Xxxxxxx) or other legal entity (regardless of the jurisdiction of organization) with respect to which a specified Person (or a Subsidiary thereof) owns a majority of the common stock, units or equivalent voting equity interests or has the power to vote or direct the voting of sufficient securities to elect a majority of the directors or managing directors (Geschaftsfuhrer) or general partners or the equivalent or has the power by contract or otherwise to direct or cause the direction of the management plans and policies of such entity, and means specifically, with respect to the Company, each of Xxxx Pumps Corporation, a Pennsylvania corporation, Xxxx GmbH & Company KG, a limited partnership organized under the laws of Germany, Xxxx Pumps, Ltd., a corporation organized under the laws of the United Kingdom, and Xxxx Equipos S.A., a corporation organized under the laws of Spain. “Takeover Proposal” means any written inquiry, proposal or offer from any Person relating to (A) any direct or indirect acquisition or purchase of (i) the assets of the Company or any of its Subsidiaries outside of the Ordinary Course of Business, or (ii) any securities of the Company or any of its Subsidiaries (other than the transactions contemplated by this Agreement), or (B) any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries. “Tax” means any federal, state, local, or foreign (including, but not limited to, those of Germany, Spain, United Kingdom or European Union) income, built-in gains (within the meaning of Code Section 1374 or any comparable foreign, state or local provisions), gross receipts, excess net passive income (within the meaning of Code Section 1375 or any comparable foreign, state or local provisions), license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add...
Sample 1
Stock Purchase Consideration means as of any date of determination and with respect to any acquisition by Parent or a Subsidiary of Parent, the purchase price to be paid for the Capital Stock issued by the Target or the assets of the Target, including all consideration paid which is not included in the definition of Cash Purchase Price.
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Related to 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 $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

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

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

  • 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.

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

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

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

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • 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.

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

  • Equity Consideration has the meaning set forth in Section 2.02.

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

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

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

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • 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.

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

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

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

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

  • Merger Consideration has the meaning set forth in Section 2.1(a).

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