Total Transaction Consideration definition

Total Transaction Consideration means, collectively, the Cash Consideration and the Stock Consideration.
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Total Transaction Consideration means the dollar amount in cash determined as follows: (A) Four Hundred Twenty-One Million Dollars ($421,000,000.00) (the “Enterprise Price”), minus (B) the sum of (1) the principal amount of, and any accrued and unpaid interest on, the outstanding Company Bonds and (2) the principal amount of, and any accrued and unpaid interest on, outstanding borrowings under the Credit Agreement, in each case, as of the Closing Date, minus (C) the sum of (1) the dollar amount of any premium (or, if the Company Bonds are being defeased, the amount necessary to defease the Company Bonds pursuant to the respective indentures governing the Company Bonds) paid or to be paid by Parent or one of its Affiliates to holders of the Company Bonds to repurchase (or defease) the Company Bonds in accordance with Section 4.4 (up to an aggregate dollar amount for each $1,000 principal amount of Company Bonds tendered (or defeased) as of the Closing Date not to exceed (x) the Treasury Calculation Amount less (y) the dollar amount set forth in clause (B)(1) above), and (2) any amounts payable upon or after the Closing to investment bankers, financial advisors and counsel of the Company with respect to services rendered in connection with the transactions contemplated by this Agreement, plus (D) the amount of cash and cash equivalents (other than Cage Cash) as of the Closing Date, plus (E) the Preliminary Working Capital Adjustment in accordance with Section 2.2(b), plus (F) the Preliminary Cage Cash Adjustment in accordance with Section 2.2(b), plus (G) the amount of any expenditures made by the Company after the date hereof and on or prior to the Closing Date that require Parent’s consent under this Agreement and that have been made with the consent of Parent, plus (H) the amount of any retention bonuses paid by the Company at Closing to any employees that are then terminated by the Surviving Corporation within forty-five days following the Closing, which amount shall be determined following the Closing in accordance with Section 2.2(c)(iv), minus (I) the amount of any related party payables as of the Closing Date (which amount if a credit balance shall be subtracted from Enterprise Price and, which amount if a debit balance, shall be added to Enterprise Price). Notwithstanding any change with respect to the Company’s accounting policies or procedures subsequent to the date hereof, the accounting policies and procedures used to calculate Total Transaction Consideration and the component...
Sample 1
Total Transaction Consideration means the sum of (i) the Merger Consideration, (ii) the Option Cancellation Expense, (iii) the Warrant Cancellation Expense and (iv) the product of (A) the Common Stock Merger Consideration and (B) the total number of Company Common Units issued and outstanding as of the Effective Time (other than Company Common Units held by the Company).
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Examples of Total Transaction Consideration in a sentence

  • The amount of the Equity Spreads are included within the Total Transaction Consideration and nothing in this Agreement shall be interpreted to require Parent to make an additional payment to the holders of SARs and/or Options.

  • Payment of the Total Transaction Consideration shall be made in the manner described in this Section 1.3.

  • If within twenty days following the Closing Date Xxxxxx'x has not given to the Sellers' Representative notice of its objection to the Closing Schedule (such notice must contain a statement of the basis of Xxxxxx'x' objection), then the Total Transaction Consideration as calculated pursuant to the foregoing shall be deemed accepted.

  • Purchaser currently has, and will have on the Closing Date, the financial resources to satisfy the payment in cash of the Total Transaction Consideration.

  • All monies of the Corporation shall be disbursed by check, draft or written order only, and all checks and orders for the payment of money shall be signed by such Officer or Officers as may be designated by the Board of Directors.

  • The Total Transaction Consideration, when and as received, less the Equity Spreads, the Sellers' Tax Cost and the Severance Escrow, shall be allocated among the Sellers holding Shares of Class A Common Stock and/or Class B Common Stock on an equal per share basis, as evidenced by a certificate signed by the Sellers' Representative in the form set forth as Schedule 1.3(b) hereto (the "Sellers' Representative Certificate"), certifying as to the allocation of the Total Transaction Consideration.

  • Without limitation of the foregoing, each of Parent and Merger Sub acknowledges that the Total Transaction Consideration has been negotiated based on Parent's express agreement that there would be no contingencies (financial or otherwise) to Closing other than the conditions set forth in ARTICLE V.

  • For the avoidance of doubt, the Buyer shall not bear any additional Taxes in connection with this Transaction other than the payment of the Total Transaction Consideration.

  • The amount of the Equity Spreads is set forth on Schedule 2.1. The Equity Spreads shall be paid by the Sellers’ Representative on behalf of the Company in cash concurrently with the Closing, and shall be paid from the Closing Payment; provided, that the Sellers’ Representative shall have the authority to retain all or a portion of the Equity Spreads until the final calculation of the Total Transaction Consideration has been completed.

  • The amount of the Equity Spreads is set forth on Schedule 2.1. The Equity Spreads shall be paid by the Sellers' Representative on behalf of the Company in cash concurrently with the Closing, and shall be paid from the Closing Payment; provided, that the Sellers' Representative shall have the authority to retain all or a portion of the Equity Spreads until the final calculation of the Total Transaction Consideration has been completed.


More Definitions of Total Transaction Consideration

Total Transaction Consideration means the Closing Transaction Consideration plus the Closing Book Value Surplus or minus the Closing Book Value Deficit and plus the Closing Premium Increase Amount or minus the Closing Premium Decrease Amount.
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Total Transaction Consideration shall equal: (i) $625 million, MINUS (ii) the sum of (A) the amount, as set forth on the balance sheet of Harveys as of the last day of
Sample 1
Total Transaction Consideration means, subject to adjustment pursuant to Section 2.14, $19,500,000.
Sample 1

Related to Total Transaction Consideration

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

  • 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.

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

  • Capital Transaction means any transaction not in the ordinary course of business which results in the Company’s receipt of cash or other consideration other than Capital Contributions, including, without limitation, proceeds of sales or exchanges or other dispositions of property not in the ordinary course of business, financings, refinancings, condemnations, recoveries of damage awards, and insurance proceeds.

  • 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.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • capital transactions means any of the following: the sale of all or any part of the assets of the Company; the refinancing of mortgages or other liabilities of the Company; the receipt of insurance proceeds; and any other receipts or proceeds are attributable to capital. (Check One) ☐ - SINGLE-MEMBER: A “Capital Account” for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

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

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

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.

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

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

  • Base Merger Consideration means $1,200,000,000.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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

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

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

  • 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.

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

  • 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.

  • Fundamental Transaction means that (i) the Company shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, with the result that the holders of the Company’s capital stock immediately prior to such consolidation or merger together beneficially own less than 50% of the outstanding voting power of the surviving or resulting corporation, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (3) take action to facilitate a purchase, tender or exchange offer by another Person that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (excluding any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify its Common Stock, or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

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

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.