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 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.

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.

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.
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.
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.
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.
The Company Securityholders, the Stockholder Representative and Parent agree to treat and report (and cause their Affiliates to treat and report) any payments received pursuant to this SECTION 15 as adjustments to the Total Equity Consideration for all Tax purposes, to the maximum extent permitted by Legal Requirements.
The Company Securityholders, the Stockholder Representative and Parent agree to treat (and cause their Affiliates to treat) any payments received pursuant to SECTION 15 as adjustments to the Total Equity Consideration for all Tax purposes, to the maximum extent permitted by Legal Requirements.
Parent has available, and will have at the Closing, all funds necessary to pay the Total Equity Consideration and to consummate the transactions contemplated by this Agreement.
In the case of a claim for fraud or intentional misrepresentation, the Indemnifying Securityholders shall be severally and not jointly liable and an Indemnifying Securityholder shall be liable only for his, her or its fraud or intentional misrepresentation and the liability of such Indemnifying Securityholder shall not exceed the Total Equity Consideration actually received by such Indemnifying Securityholder.
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.
Parent and Merger Sub collectively have as of the date hereof, and will have at the Effective Time, access to sufficient immediately available cash resources to pay the Total Equity Consideration and any other fees and expenses related to the transactions contemplated by this Agreement.

More Definitions of Total Equity Consideration

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.

Total Equity Consideration has the meaning set forth in Section 1.2(b) above.

Total Equity Consideration means the aggregate of Equity Consideration A, Equity

Total Equity Consideration means the difference between the Total Consideration and Net Indebtedness as of the Effective Time.

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.

Total Equity Consideration means the Initial Merger Consideration plus the Earn-Out Consideration.