Aggregate Merger Consideration. “Aggregate Merger Consideration” shall mean the aggregate number of shares of Parent Common Stock and Parent Series D Preferred Stock (on an as converted basis) issuable, pursuant to Sections 1.5, 1.6 and 1.7 to holders of Company Common Stock outstanding immediately prior to the Effective Time, holders of Company Preferred Stock outstanding immediately prior to the Effective Time, holders of Company Common Warrants (assuming full exercise of all Company Common Warrants) outstanding immediately prior to the Effective Time, holders of Company Preferred Warrants (assuming full exercise of all Company Preferred Warrants) outstanding immediately prior to the Effective Time, holders of Company Options (assuming full vesting and exercise of all Company Options) outstanding immediately prior to the Effective Time and Company Options unissued but available for issuance pursuant to the Company Option Plan immediately prior to the Effective Time, in each case, prior to any contributions to the Escrow Fund and adjustments pursuant to Section 1.13.
Aggregate Merger Consideration. 21 Agreement..................................................................1 AmeriServe................................................................22
Aggregate Merger Consideration. The aggregate merger consideration payable for the issued and outstanding membership interest in Target (the “Merger Consideration”) shall be 2,500,000 restricted shares of common stock, par value $0.001 per share, of Purchaser (“Purchaser Common Stock”). The issuance of the Purchaser Common Stock will not be registered.
Aggregate Merger Consideration. In the event the Closing is effected, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any securityholder of the Company:
Aggregate Merger Consideration. Prior to adjustment pursuant to Section 2.3, and subject to Section 2.2(e) and Section 2.2(f), the aggregate merger consideration payable for the issued and outstanding Company Units and Options (the “Merger Consideration”) shall be (i) cash in an amount equal to $75,000,000 (the “Base Cash Consideration”), plus (ii) 1,850,000 EBS Master Units (the “Base EBS Master Units”). The Merger Consideration will be payable to the Company Members in the manner provided in Section 2.2(c) below.
Aggregate Merger Consideration. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall the Aggregate Merger Consideration exceed $102,500,000.
Aggregate Merger Consideration. The Available Cash and Aggregate Merger Consideration shall have been finally determined in accordance with Section 2.1 of this Agreement.
Aggregate Merger Consideration. The aggregate consideration payable to the Stockholders (excluding the stockholder of CVC and including the Xxxxx Stockholders (as defined in Section 1.2(b)(ii)(B)(I)), in the event the Xxxxx Merger occurs) in connection with the Mergers and the Interest Sale (as defined in Section 1.3(a) herein) (collectively, the "AGGREGATE MERGER CONSIDERATION"; references herein to a Person's individual portion of the Aggregate Merger Consideration are referred to as such Person's "MERGER CONSIDERATION") shall be 16,350,491 shares of duly authorized, validly issued, fully paid and nonassessable shares of UbiquiTel Parent's common stock, par value $0.0005 per share (the "UBIQUITEL STOCK"), plus any additional shares of UbiquiTel Stock required to be allocated hereunder pursuant to Section 1.4, along with any dividends or distributions thereon after the Effective Date.
Aggregate Merger Consideration. The aggregate consideration to be received by Shareholder, as the sole shareholder of the Company's common stock, par value $0.01 per share ("Company Stock"), in connection with the Reverse Merger shall be the following (collectively, the "Merger Consideration"):
Aggregate Merger Consideration. Upon the terms and subject to the conditions of this Agreement, the Aggregate Merger Consideration payable by Parent and Buyer, jointly and severally, in connection with the Merger shall be payable to and will consist of:
