Total Share Consideration definition

Total Share Consideration means the product of (a) the Share Consideration Value and (b) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Company Merger Effective Time.

Total Share Consideration means the Parent-owned Stock Consideration Value plus the Shareholder-owned Stock Consideration Value.

Total Share Consideration has the meaning set forth in Section 2.1(b).

Examples of Total Share Consideration in a sentence

• For purposes of clarity, the calculation of the “Per Share Closing Stock Consideration,” “Liquidation Preference Top-Up Share Number” and the “Liquidation Preference Top-Up Shares” shall be performed using an iterative calculation in order to take into account the reduction to the Total Share Consideration resulting from the reduction of such amount by the Liquidation Preference Top-Up Shares.

• The Company acknowledges and agrees that the Total Share Consideration is being allocated among the MIC Security Holders in accordance with the schedule set forth on Schedule 2.5 (the “Transaction Consideration Schedule”).

• The Acquiror shall be entitled to conclusively rely on the Transaction Consideration Schedule (as updated prior to the Closing Date), and neither the Acquiror nor its Affiliates shall have any Liability with respect to the allocation of the Total Share Consideration among the MIC Security Holders or the calculation of the number of shares of Surviving Pubco Shares subject to, or the exercise price per share of Surviving Pubco Shares of (as applicable), Surviving Pubco Warrants under this Agreement.

• From and after the Closing, subject to the terms and conditions of this Agreement, the Sellers shall, severally in accordance with the percentage of Total Share Consideration and Cash Consideration allocated to each Seller in accordance with Schedule A, indemnify, defend and hold harmless the Managers from and against any indemnification obligation of the Managers to the Purchaser Indemnitees pursuant to Section 8.3.

• Sellers and Purchaser agree to share in the Shared Transaction Costs, and each Seller agrees that its allocable share of such Shared Transaction Costs shall be deducted from the Total Share Consideration otherwise allocable to such Seller, as provided in Section 2.1(b) and Schedule A.

More Definitions of Total Share Consideration

Total Share Consideration means Cdn.$1,231,170.66, subject to adjustment.

Total Share Consideration means a number of Surviving Pubco Shares equal to the quotient of (a) $254,539,185 divided by (b) $10.00.

Total Share Consideration means 24,011,171 Common Shares. "Trade Secrets" means know-how, inventions, discoveries, methods,

Total Share Consideration means (without double counting) (i) $10,000,000 less (a) the Closing Indebtedness Payoff Amount, (b) the Post-Closing Indebtedness Payoff Amount, (c) the Company Change of Control Obligations, (d) the Artist Payments, (e) the Parent Promissory Note Outstanding Amount, (f) the Assumed Liabilities, (g) 50% of the amount of the premium paid by Parent or the Surviving Corporation for the D&O Tail Policy (not to exceed 50% of the D&O Cap Amount), (h) the Holdback Amount, (i) the Parent Advance Amount, and (j) the aggregate amount of cash payments, if any, made with respect to Non-Accredited Shares at Closing pursuant to Section 2.08(b)(vii).

Total Share Consideration means 24,011,171 Common Shares.

Total Share Consideration means a number of Acquiror Shares equal to: (A) 39,382,172, plus (B) the Total Positive Share Adjustment (if any), minus (C) the Total Negative Share Adjustment (if any), minus (D) the Liquidation Preference Top-Up Share Number.” 2.14 Section 2.3(a)(xxviii) of the Agreement is hereby amended and restated in its entirety to read as follows:

Total Share Consideration means a number of Surviving Pubco Shares equal to the quotient of (a) $254,539,185 divided by (b) $10.00. “Transaction Consideration Schedule” has the meaning specified in Section 2.5.