Total Stock Purchase Consideration definition

Total Stock Purchase Consideration means an amount equal to (A) the Base Amount plus (B) the Closing Net Working Capital Surplus (if any), minus (C) the Closing Net Working Capital Shortfall (if any) minus (D) the Final Transaction Expenses plus (E) the Final Closing Cash minus (F) the Final Closing Debt.
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Examples of Total Stock Purchase Consideration in a sentence

  • If and solely to the extent that an amount of Damages in connection with an Indemnifiable Matter was actually included in the calculation of the Total Stock Purchase Consideration (or any defined term referred to therein), the same amount of such Damages may not be recovered under this Article 12.

  • Acquiror may determine, in its sole discretion, to obtain debt financing (the “Debt Financing”) to fund any portion of the Total Stock Purchase Consideration.

  • The Seller Guarantors, the Sellers and Acquiror agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article 12 as adjustments to the Total Stock Purchase Consideration for U.S. federal income Tax purposes, to the maximum extent permitted by applicable Law.

  • Except in the case of Fraud to the extent committed by such Person, in no event shall the cumulative indemnification obligations of any Seller Guarantor and such Seller that such Seller Guarantor is the beneficiary of exceed such Seller’s Pro Rata Percentage of the Total Stock Purchase Consideration.

Related to Total Stock Purchase Consideration

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

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

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

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

  • 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.

  • 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.

  • Base Consideration has the meaning set forth in Section 1.2.

  • 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.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

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

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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

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

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

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

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

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

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

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

  • Common Stock Price means, with respect to the Company and each of the Peer Companies, as of a particular date, the average of the Fair Market Value over the 15 consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price of a share of common stock as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.