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...
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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
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Examples of Total Transaction Consideration in a sentence

  • The Total Transaction Consideration, when and as received, less the Equity Spreads, the Sellers’ Tax Cost and the SeveranceEscrow, 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 S chedule 1.3(b) hereto (the “Sellers’ Representative Certificate”), certifying as to the allocation of the Total Transaction Consideration.

  • On the Closing Date, Parent shall deposit with the Escrow Agent a portion of the Total Transaction Consideration otherwise payable to the Sellers at the Closing equal to $91,500,000 (the “IndemnificationE scrow”).

  • 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.

  • In addition, the Sellers’ Representative shall be entitled to retain up to $30,000,000 of the Total Transaction Consideration to pay the professional fees and expenses of any attorneys, accountants, financial advisors, brokers and other advisors retained by the Sellers’ Representative and other expenses of the Sellers’ Representative incurred in connection with any action taken or not taken as the Sellers’ Representative under this Agreement, including expenses for offices of the Sellers’ Representative.


More Definitions of Total Transaction Consideration

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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Total Transaction Consideration means, subject to adjustment pursuant to Section 2.14, $19,500,000.
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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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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 Borrower 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 Borrower or any of its Subsidiaries.

  • Capital Transaction means the sale, exchange or disposition (other than leasing in the ordinary course of business) of any Partnership property that is not in the ordinary course of business, or casualty damage to or condemnation of any Partnership property, or any substantial interest therein or portion thereof.

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(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 Consideration has the meaning set forth in Section 2.2.

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

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Fundamental Transaction shall have the meaning set forth in Section 5(e).