Total Equity Consideration definition

Total Equity Consideration means the aggregate of the Asset Sale Equity Consideration and the Total Merger Equity Consideration, the aggregate being 4,446,201 Corel Common Shares;
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Total Equity Consideration means the aggregate of Equity Consideration A, Equity
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Total Equity Consideration means the number of shares of Parent Common Stock determined by dividing (i) $30,000,000 by (ii) the Average Trading Price.
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Examples of Total Equity Consideration in a sentence

  • Pursuant to the terms of the Escrow Agreement, Corel will deliver at the Closing to the Escrow Agent 2,778,876 Corel Shares which comprise a portion of the Total Equity Consideration and $1.0 million which comprises a portion of the Total Cash Consideration.

  • Each Principal Stockholder that is acquiring shares forming part of the Total Equity Consideration is not a foreign person within the meaning of Section 1445(f)(3) of the Code.

  • The Jasc Stockholder that is acquiring shares forming part of the Total Equity Consideration is not a foreign person within the meaning of Section 1445(f)(3) of the Code.

  • All the Corel Common Shares comprising the Total Equity Consideration, when issued and delivered in accordance with this Agreement, will be duly and validly issued and will be outstanding as fully paid and non-assessable shares.

  • In accordance with the escrow agreement, twenty-five percent (25%) of the Total Equity Consideration will be released on each annual anniversary of the closing date, provided that during the preceding year and as of such anniversary the two key employees remain full-time employees of the Company.

  • If one of the two key employees does not remain with the Company, all of the equity consideration allocable to such key employee remaining in escrow, and one half of the remaining Total Equity Consideration allowable to all other Total Equity Consideration recipients shall be forfeited.

  • The remaining Total Equity Consideration is considered contingent purchase price.

  • The Total Equity Consideration would be fully released from escrow if the Company went public, was sold or the two key employees were terminated without cause.

  • The preferred and common shares comprising the Total Equity Consideration were deposited with an escrow agent at the close of the transaction.

  • The Company Securityholders, the Representative and Parent agree to treat (and cause their affiliates to treat) any payments received pursuant to Section 14 as adjustments to the Total Equity Consideration for all Tax purposes, to the maximum extent permitted by Legal Requirements.


More Definitions of Total Equity Consideration

Total Equity Consideration means (A) $19,000,000 less (B) the sum of (1) the product of (i) Merger Expenses paid by the Company prior to Closing multiplied by (ii) the Equity Consideration Ratio, (2) the product of (i) the Net Excess Debt (as set forth on the Estimated Closing Balance Sheet) multiplied by (ii) the Equity Consideration Ratio and (3) the Bonus Plan Equity Consideration.
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Total Equity Consideration has the meaning set forth in Section 1.2(b) above.
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Total Equity Consideration means an amount equal to (a) the sum of (i) $1,200,000,000 plus (ii) the Aggregate Exercise Price plus (iii) the Per Share Common Consideration multiplied by the number of any shares of Company Common Stock issued prior to the Closing Date in satisfaction of the Earnout Amount plus (iv) the amount of any cash paid out prior to the Closing Date in satisfaction of the Earnout Amount plus (v) Stockholder Debt; minus (b) the sum of (i) the Closing Company Transaction Expenses plus (ii) the Excess Closing Company Debt.
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Total Equity Consideration means an amount equal to (a) the sum of (i) $1,260,000,000 plus (ii) the aggregate exercise price of all Vested Options plus (iii) 50% of the aggregate exercise price of all Unvested Options plus (iv) the Estimated Company Cash Amount minus (b) the sum of (i) the amount of the Estimated Change in Control Payments plus (ii) the amount of Estimated Company Transaction Expenses plus (iii) the amount of Estimated Company Debt.
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Total Equity Consideration means the difference between the Total Consideration and Net Indebtedness as of the Effective Time.
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Total Equity Consideration means the Initial Merger Consideration plus the Earn-Out Consideration.
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Related to Total Equity Consideration

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

  • 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.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • 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.

  • 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.

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

  • 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.

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

  • 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.

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

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

  • Closing Stock Price means the average closing price of one share of Common Stock for the twenty consecutive trading days that include and immediately precede the last day of the Performance Period.

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

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

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

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

  • 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.

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

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

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • 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.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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