Aggregate Closing Consideration Value definition

Aggregate Closing Consideration Value means (a) the product of (i) Net Parent Shares (if any) multiplied by (ii) Parent Stock Value plus (b) the Estimated Closing Cash Amount plus (c) the Additional Cash Amount, if any minus (d) the Aggregate BBH Warrant Cash Amount.
Sample 1Sample 2
Aggregate Closing Consideration Value means (a) a product of (i) the Total Parent Shares multiplied by (ii) the Closing Parent Stock Price plus (b) the Estimated Cash Consideration Amount plus (c) the Aggregate Exercise Amount.
Sample 1Sample 2
Aggregate Closing Consideration Value means an amount equal to (a) [*****] plus (b) the Aggregate Exercise Amount minus (c) the amount of any Leakage as determined in accordance with Section 6.2(c), minus (d) the amount of any Transaction Expenses as set forth on the Closing Expenses Certificate, minus (e) the Tax Liability Amount as set forth on the Closing Expenses Certificate.
Sample 1

Examples of Aggregate Closing Consideration Value in a sentence

  • For the avoidance of doubt, the Company Group shall bear all fees, costs and expenses that are Transaction Expenses (which, for the avoidance of doubt, shall reduce the Aggregate Closing Consideration Value).

  • An illustration of the calculation of the distribution of the Aggregate Closing Consideration Value relative to the determination of the Common Consideration, Series A Consideration and Series B Consideration is set forth on Section 2.1(h) of the Disclosure Schedules (the “Waterfall Calculation”).

Related to Aggregate Closing Consideration Value

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

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

  • Non-Cash Consideration means consideration in a form other than cash.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Aggregate Value means, with respect to any block of Equity Stock, the sum of the products of (i) the number of shares of each class of Equity Stock within such block multiplied by (ii) the corresponding Market Price of one share of Equity Stock of such class.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Acquisition Value of the Common Stock means, for each Trading Day in the Valuation Period, the value of the consideration paid per share of Common Stock in connection with such Public Acquirer Change of Control, as follows:

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Company described in the definition of “Contribution Indebtedness.”

  • 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.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Transaction Value means the actual contract value (the bid sum or price) in South African currency, inclusive of all applicable taxes in respect of the goods, services or construction works that are contracted for.