Aggregate Closing Option Consideration definition

Aggregate Closing Option Consideration means the aggregate amount of Closing Option Consideration payable with respect to all Options outstanding immediately prior to the Effective Time.
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Aggregate Closing Option Consideration means the Closing Option Consideration that is payable under this Agreement with respect to all Options that are outstanding immediately prior to the Effective Time.
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Aggregate Closing Option Consideration has the meaning defined in Section 2.6(c)(ii).
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Examples of Aggregate Closing Option Consideration in a sentence

  • At or prior to the Closing, Buyer and Merger Sub shall, in accordance with and subject to Section 1.7(b), deposit, or cause to be deposited, an amount equal to the Closing Merger Consideration less the Aggregate Closing Option Consideration and less the Excluded Shares Closing Merger Consideration with the Paying Agent for the benefit of the Shareholders (other than with respect to Excluded Shares), by wire transfer of immediately available funds.

  • The Paying Agent shall make all payments constituting the Aggregate Closing Option Consideration and Aggregate Phantom Share Unit Consideration to the applicable Non-Employee Recipients in accordance with the Closing Date Allocation Schedule and the Letters of Transmittal and shall make all Future Payments to the applicable Non-Employee Recipients in accordance with the applicable Future Payment Allocation Schedule.

  • The Buyer has, and will have at the Effective Time, sufficient cash resources that will enable it to pay the Aggregate Closing Stock Consideration, Aggregate Closing Option Consideration, and Aggregate Closing Phantom Share Unit Consideration pursuant to this Agreement.

  • The Buyer has, and will have at the Effective Time, sufficient cash resources that will enable it to pay the Aggregate Closing Stock Consideration and the Aggregate Closing Option Consideration pursuant to this Agreement.


More Definitions of Aggregate Closing Option Consideration

Aggregate Closing Option Consideration means an amount in cash equal to (a) Aggregate Option Consideration, minus (b) $295,354.51 of the Founder Stock Amount.
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Aggregate Closing Option Consideration means the Closing Option Consideration that is payable under this Agreement with respect to all
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Aggregate Closing Option Consideration means the aggregate amounts payable to holders of Vested Company Options pursuant to Sections 3.01(a)(iv) and 3.01(a)(v) at Closing.
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Related to Aggregate Closing Option Consideration

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

  • 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).

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

  • 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.

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

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

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

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

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

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

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

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

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

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

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Earn-Out Consideration is defined in Section 2.5(c).

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