Aggregate Consideration definition

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

Aggregate Consideration means the sum of (x) the Total Stock Consideration and (y) the Total Cash Amount.

Aggregate Consideration has the meaning in Section 2.1(a).

Examples of Aggregate Consideration in a sentence

• Aggregate Consideration has the meaning given to it in CB Condition 9.11 (Aggregate Consideration and Consideration per Share).

• Merrill Lynch Japan Securities expresses no view or opinion as to any terms or other aspects of the Business Integration (other than the Aggregate Consideration to the extent expressly specified in the Opinion), including, without limitation, the form or structure of the Business Integration, the consideration to be paid in each Tender Offer or for the Preferred Stock, the exchange ratios to be used in the Share Exchanges and other consideration to be paid in any part of the Business Integration.

• The Opinion is limited to the fairness, from a financial point of view, to Resona Holdings of the Aggregate Consideration to be paid in the Business Integration and no opinion or view is expressed with respect to any consideration received in connection with the Business Integration by the holders of any class of securities, creditors or other constituencies of any party.

• In addition, no opinion or view is expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Business Integration, relative to the Aggregate Consideration.

More Definitions of Aggregate Consideration

Aggregate Consideration means an amount equal to the sum of the aggregate fair market value of any securities issued and any other non-cash consideration delivered, and any cash consideration paid to the Company or its security holders in connection with a Change in Control or in connection with any sale of Company assets (other than sales in the ordinary course of business) after the Effective Date and whether before, as part of, or after a Triggering Event, plus the amount of all indebtedness for money borrowed and capitalized leases, net of excess cash, of the Company and its subsidiaries which is assumed or acquired by any Purchaser in connection with a Change in Control or retired or defeased in connection with such Change in Control. Aggregate Consideration shall not include capitalized leases assumed, however, unless (i) payments to the Company's senior lenders in connection with the Change in Control equal or exceed the sum of pre-petition and post-petition amounts of indebtedness then-owing to such lenders or (ii) the Company's senior lenders agree in writing to accept a reduced amount of the then-owing debt ("Reduced Amount") in a pre-arranged or pre-packaged bankruptcy, which Reduced Amount is subsequently paid. Aggregate Consideration shall be reduced by the following, to the extent such amounts are not deducted from the purchase price paid in a Change in Control or asset sale: (i) any actual PACA claims paid; (ii) the amount that the drawn DIP facility upon the termination of such facility exceeds $20,000,000; (iii) the amount of any Sale Bonuses paid; (iv) the amount of Retention Bonuses paid; (v) the amount of any transaction fee paid to Xxxxxxx Xxxxx in connection with a Change in Control or asset sale, and; (vi) the amount of any Sale Incentive Fee paid to C&S Wholesale Grocers, Inc in connection with a Change in Control or asset sale. The fair market value of any securities issued and any other non-cash consideration delivered in connection with a Change in Control will be the value determined in good faith by the Board.

Aggregate Consideration has the meaning set forth in Section 2.3.

Aggregate Consideration means six hundred forty-four million four hundred thirty-nine thousand eight hundred three dollars ($644,439,803).

Aggregate Consideration means the amount equal to:

Aggregate Consideration has the meaning set forth in Section 3.01(b)(i).

Aggregate Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (a) the aggregate amount of all cash paid (or to be paid) by Parent, Holdings or any of their respective Restricted Subsidiaries in connection with such Permitted Acquisition (other than payments of fees and costs and expenses in connection therewith) and all contingent cash purchase price, earn-out, non-compete and other similar cash-pay obligations of Parent, Holdings or any of their respective Restricted Subsidiaries incurred and reasonably expected to be incurred in connection therewith (as determined in good faith by the Borrower or Parent), (b) the aggregate principal amount of all Indebtedness assumed, incurred, refinanced (by Parent or any of its Restricted Subsidiaries on behalf of the respective Acquired Entity or Business) and/or issued by Parent and its Restricted Subsidiaries in connection with such Permitted Acquisition to the extent permitted by Section 9.04 (including Permitted Acquired Debt) and (c) the Fair Market Value of all other consideration (excluding Qualified Equity Interests and any Net Cash Proceeds thereof) paid (or to be paid) by Parent, Holdings or their respective Restricted Subsidiaries in connection with such Permitted Acquisition; provided that any future payment that is subject to a contingency shall be considered Aggregate 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 Parent or any of its Restricted Subsidiaries.

Aggregate Consideration shall have the meaning ascribed to such term in Section 2.2(a).