Aggregate Common Stock Cash Consideration definition

Aggregate Common Stock Cash Consideration means (a) the Aggregate Cash Consideration minus (b) the Aggregate Option Consideration minus (c) the aggregate consideration to be paid in respect of the Non-Accredited Investor Shares minus (d) the product of (i) the Per Share Amount multiplied by (ii) the aggregate number of Dissenting Shares.
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Aggregate Common Stock Cash Consideration means the sum of (x) the Total Cash Amount, plus (y) the Aggregate TARP Warrant Exercise Price.
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Aggregate Common Stock Cash Consideration means $101,000,000 less the Aggregate Series A Preferred Merger Consideration less the Company Expenses (other than the BSI Expenses) less the Parent Expenses (not to exceed $3,000,000) plus the Restricted Payment.
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More Definitions of Aggregate Common Stock Cash Consideration

Aggregate Common Stock Cash Consideration means an amount equal to (a) the Cash Consideration minus (b) the Aggregate Series A Consideration. “Aggregate Consideration” means the Cash Consideration plus 1,000,000 shares of NeoGenomics’ Common Stock. “Aggregate Series A Consideration” means an amount equal to the Series A Liquidation Amount (as such term is defined in the Company Certificate of Incorporation) payable to the Series A Stockholders as of immediately prior to the Effective Time, pursuant to the terms set forth in the Company Certificate of Incorporation. “Agreement” has the meaning set forth in the Preamble to this Agreement. “Antitrust Information or Document Request” means any request or demand for the production, delivery or disclosure of documents or other evidence, or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Governmental Entity pursuant to any Antitrust Law relating to the Contemplated Transactions or by any third party challenging the Contemplated Transactions, including any so called “second request” for additional information or documentary material or any civil investigative demand made or issued by the Antitrust Division of the U.S. Department of Justice or the U.S. Federal Trade Commission or any subpoena, interrogatory or deposition in connection with any Antitrust Law. “Antitrust Law” means the HSR Act, as amended, the Xxxxxxx Act, as amended, the Xxxxxxx Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade. “Authorized Action” has the meaning set forth in Section 12.18(c). “Business Day” means a day that is neither a Saturday nor Sunday, nor any other day on which banking institutions in San Diego, California or Fort Xxxxx, Florida are authorized or obligated by Law to close. “Capitalization Date” has the meaning as set forth in Section 3.05. “Cash” means, as of the Adjustment Time, all cash (including restricted cash) and cash equivalents of the Company and its Subsidiaries (whether denominated in U.S. dollars or 52
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Related to Aggregate Common Stock Cash Consideration

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

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

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

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

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

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

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

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

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

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

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

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

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

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

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • 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).

  • 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.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

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

  • 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.

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Common Stock Outstanding means, at any given time, the number of shares of Common Stock issued and outstanding at such time.