Total Common Consideration definition

Total Common Consideration means an amount equal to in the aggregate (i) the Total Consideration, less (ii) the Series B Aggregate Liquidation Preference, and less (iii) the Series C Aggregate Liquidation Preference.
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Total Common Consideration means the greater of (a) the Common Merger Consideration or (b)(i) the Common Preference Amount plus (ii)(A) the Applicable Total Consideration minus Total Preference Amount, which difference shall be multiplied by a fraction which is equal to (B) the number of shares of Common Stock outstanding immediately prior to the Effective Time, divided by the Fully Diluted Total Share Number to which quotient shall be added (C) the Applicable Directed Common Consideration;
Sample 1
Total Common Consideration shall equal (a) the sum of (i) the Closing Date Purchase Price plus (ii) the aggregate exercise price of all Company Options and Company Warrants outstanding immediately prior to the Effective Time, minus (b) the sum of (i) the Aggregate Preferred Priority Amount, (ii) Closing Date Company Indebtedness, if any, and (iii) the amount of Unpaid Company Transaction Expenses, if any; provided, however, that solely for purposes of the definition of Per Share Merger Consideration as used in Section 5.7(a)(ii), clause (a)(i) of this definition of Total Common Consideration shall read “the Purchase Price” (rather than “the Closing Date Purchase Price”).
Sample 1

More Definitions of Total Common Consideration

Total Common Consideration shall equal (a) the sum of (i) the Closing Date Purchase Price plus (ii) the aggregate exercise price of all Company Options and Company Warrants outstanding immediately prior to the Effective Time, minus (b) the sum of (i) the Aggregate Preferred Priority Amount, (ii) Closing Date Company Indebtedness, if any, and (iii) the amount of Unpaid Company Transaction Expenses, if any; provided, however, that for the purpose of the definition of Per Share Merger Consideration as used in Section 5.7(a)(ii), and for the purpose of and to the extent provided in the definition of "Proportionate Percentage" set forth in Section 1.6(d)(i), clause (a)(i) of this definition of Total Common Consideration shall read "the Purchase Price" (rather than "the Closing Date Purchase Price").
Sample 1
Total Common Consideration means (a) the Total Merger Consideration less (b) the Total Series A Liquidation Preference.
Sample 1
Total Common Consideration means an amount equal to (a) the Total Consideration less the Series B Preferred Preference.
Sample 1
Total Common Consideration means the Total Merger Consideration less (i) the Total Series A Liquidation Preference, (ii) the Total Series B Liquidation Preference and (iii) the Total Series C Liquidation Preference.
Sample 1
Total Common Consideration means an amount equal to (a) Total Cash Consideration minus (b) the Preference Amount, if any.
Sample 1
Total Common Consideration means the sum of (i) Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000) plus (ii) the Total Common Earn-Out Consideration.
Sample 1

Related to Total Common Consideration

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

  • 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.

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

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

  • 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.

  • 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.

  • 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 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.

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

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

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

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

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

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

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

  • Parent Class B Common Stock means the Class B Common Stock, par value $0.01 per share, of Parent.

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

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

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

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

  • 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).

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;