Aggregate Closing Consideration definition
Aggregate Closing Consideration has the meaning set forth in Section 1.02(a).
Aggregate Closing Consideration means an amount in cash equal to (a) the Base Purchase Price, plus (b) the aggregate exercise price of all In-The-Money Vested Company Options outstanding as of immediately prior to the Effective Time minus (c) the Estimated Closing Adjustment (which for the avoidance of doubt may be a positive or negative number, it being understood that a double negative number will constitute an increase under this definition of Aggregate Closing Consideration), minus (d) the Escrow Amount, minus (e) the Company Equityholder Representative Expense Amount.
Aggregate Closing Consideration means (a) the Closing Cash Consideration plus (b) the Closing Stock Consideration.
Examples of Aggregate Closing Consideration in a sentence
The Parties agree to treat any indemnity payment made pursuant to this Article IX as an adjustment to the Aggregate Closing Consideration for all purposes, including applicable Tax purposes, unless otherwise required by applicable Law.
More Definitions of Aggregate Closing Consideration
Aggregate Closing Consideration means an aggregate number of newly issued shares of Public Company Common Stock equal to the product of the total number of the shares of Otic Pharma Share Capital issued and outstanding and held by the Shareholders as of immediately prior to the Closing and the Exchange Ratio, which aggregate number shall in no event exceed 36,911,631.
Aggregate Closing Consideration means $1,480,000,000.00.
Aggregate Closing Consideration means an amount equal to (i) $85,000,000, plus (ii) the Aggregate Exercise Amount, plus (iii) the Estimated Adjustment Amount.
Aggregate Closing Consideration means a number of newly issued shares of Carnivale Common Stock equal to the product of the Post-Closing Carnivale Shares multiplied by the Company Allocation Percentage.
Aggregate Closing Consideration means the sum of First Closing Consideration, the Second Closing Consideration, the Third Closing Consideration and the Fourth Closing Consideration.
Aggregate Closing Consideration means the Base Merger Consideration minus the Holdback Amount minus the amount of the Expense Fund minus the Chestnut Initial Payment Amount.
Aggregate Closing Consideration means (a) the Base Purchase Price, plus (b) the Estimated Cash, minus (c) the Estimated Indebtedness, minus (d) the Estimated Sellers’ Transaction Expenses, minus (e) the amount, if any, by which Target Working Capital is greater than Estimated Working Capital, plus (f) the amount, if any, by which Estimated Working Capital is greater than Target Working Capital, minus (g) the Escrow Amount, minus (h) the amount of the Sellers’ Representative Expense Fund.