Total Consideration Value definition

Total Consideration Value means Twenty-Five Million U.S. Dollars ($25,000,000), subject to adjustment pursuant to the DSD Agreement.

Total Consideration Value means the Estimated Total Consideration Value as finally adjusted pursuant to Section 2.02.

Total Consideration Value means the sum of (i) the Total Stock Consideration Value and (ii) the Aggregate Cash Consideration.

Examples of Total Consideration Value in a sentence

• Based on such estimates and prior to the Closing Date, Acquiror and the Company shall in good faith calculate estimates of (i) Closing Company Debt (“Estimated Closing Company Debt”), (ii) Closing Cash (“Estimated Closing Cash”), (iii) Unpaid Transaction Expenses (“Estimated Unpaid Transaction Expenses”) and (iv) Closing Working Capital (“Estimated Closing Working Capital”), which estimates shall be used to determine the Total Consideration Value for purposes of the Closing.

• Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration payable or distributable by Acquiror hereunder (assuming for these purposes that the Holdback Fund and the full Expense Fund Amount is paid to the Company Stockholders and Company Optionholders without interest) exceed the Total Consideration Value (with the shares of Acquiror Stock valued at the Acquiror Stock Price for purposes of this Section 1.8(g)).

• Parent agrees that, following the Closing through the date that the Total Consideration Value is finally determined in accordance with this Section 3.07, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Estimated Statement is based that would adversely impact or otherwise impair in any significant respect the ability to prepare the Final Statement in accordance with this Agreement.

• The Estimated Total Consideration Value and Estimated Statement (including the Closing Net Book Value) shall be based upon the Records and other information then available and will be prepared in a manner consistent with the Payout Trial Run and will be determined in all instances in accordance with the Accounting Principles.

• The Company will, in good faith, (1) consult with Parent during, and with respect to, its preparation of the Estimated Statement, including by sharing any relevant working papers, trial balances and similar materials relating to such preparation; and (2) consider any comments made by Parent with respect to the preparation of the Estimated Statement and the calculation of the Estimated Total Consideration Value.

More Definitions of Total Consideration Value

Total Consideration Value will mean the sum of: (x) (i) number of shares of Orion Common Stock issued to the holders of the TVS Stock as a result of the Merger at the Effective Time, times (ii) the average closing price of the Orion Common Stock on the OTC Bulletin Board or other relevant exchange for the 10 days immediately preceding the Adjustment Date; plus (y) the aggregate principal value of the Promissory Notes issued pursuant to Section 2.1(b) hereof.

Total Consideration Value means: (1) the Estimated Total Consideration Value, at the Closing and at all times thereafter until the Final Total Consideration Value is determined; and (2) the Final Total Consideration Value, at such time as the Final Total Consideration Value is determined and at all times thereafter. Any adjustments, additions or subtractions to the Total Consideration Value shall be made without duplication (i.e., no double-counting).

Total Consideration Value has the meaning specified in Section 3.01.

Total Consideration Value the sum of (i) the amount of cash and Policy Credits paid by the Company or Sponsor in respect of Issued Company Shares or Membership Interests in connection with the transactions contemplated by this Agreement, and (ii) the value as of the Closing Date of the Sponsor Shares issued by the Sponsor in respect of the Issued Company Shares in connection with the transactions contemplated by this Agreement (as determined under federal income tax principles). Trading Day: any day on which the NYSE is open for trading.

Total Consideration Value means an amount equal to four million, eight hundred and twenty seven thousand and eight hundred dollars ($4,827,800), plus (i) Closing Cash, minus (ii) Closing Indebtedness, minus (iii) the total amount of Third Party Expenses that are incurred and unpaid by the Company prior to or as of the First Effective Time; in each case, without duplication. For purposes of clarity, the reference to $4,827,800 as the gross consideration value shall not be reduced by the Transaction Bonuses (even though the Transaction Bonuses constitute Third Party Expenses and would otherwise reduce such gross consideration value) and the Parent shall cause the Surviving LLC to pay the Transaction Bonuses in accordance with the terms of Section 5.8(c) of this Agreement.

Total Consideration Value means an amount equal to (A) $350,000,000, minus (B) the Estimated Closing Company Debt, minus (C) the amount of Estimated Unpaid Transaction Expenses, minus (D) the amount, if any, by which Estimated Closing Working Capital is less than Target Working Capital, plus (E) the amount of Estimated Closing Cash, plus (F) the Aggregate Exercise Amount. “Transaction Bonuses” means those certain bonuses to certain employees in the amounts set forth next to the individual’s name on Attachment 2.12(r) of the Company Disclosure Schedules, subject to (among other items as outlined in Section 2.12(c) of the Company Disclosure Schedule) the execution

Total Consideration Value means the Contingent Consideration Value plus an amount equal to (i) the aggregate number of shares of Parent Common Stock issued pursuant to Section 3.1(a) in respect of Company Stock issued and outstanding immediately prior to the First Effective Time (other than any Excluded Shares) reduced by the number of Escrow Shares held or to be held in the Escrow Account pursuant to the Escrow Agreement and Section 3.10 hereof, multiplied by (ii) the Ten Day Average.