Aggregate Consideration definition

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

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

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

Examples of Aggregate Consideration in a sentence

• To the extent permitted by Applicable Law, any amount paid pursuant to this ‎‎Article 9 shall be treated for Tax purposes as adjustments to the Aggregate Consideration.

• Except in respect of claims of Fraud, no Shareholder shall be directly liable, in the aggregate, to the Buyer Indemnified Parties pursuant to ‎Section 9.02(a) for any Damages in excess of each Shareholder’s Pro Rata Portion of the Aggregate Consideration actually received by such Shareholder.

• Except in respect of claims of Fraud, the Shareholders shall not be directly liable, in the aggregate, to the Buyer Indemnified Parties pursuant to ‎Section 9.02(a) for any Damages resulting therefrom in excess of the Aggregate Consideration actually received by the Shareholders.

• Buyer shall have, as of the Closing Date, sufficient cash, immediately available lines of credit or other sources of immediately available funds to enable it to pay the Aggregate Consideration and to consummate the transactions contemplated by this Agreement.

• Except in respect of claims of Fraud or with respect to the Company Fundamental Representations, the Indemnifying Sellers shall not be directly liable, in the aggregate, to the Buyer Indemnified Parties pursuant to ‎Section 9.02(b)(i) for any Damages resulting therefrom in excess of fifteen percent (15%) of the Aggregate Consideration actually received by all Shareholders.

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

Aggregate Consideration means the sum of (a) the Aggregate Closing Consideration, plus (b) any Future Payments that become payable in accordance with the terms of this Agreement or the Escrow Agreement.

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 Holdings or any of its Subsidiaries to the seller in connection with such Permitted Acquisition, including all contingent cash purchase price, earn-out, non-compete and other similar cash-pay obligations of Holdings or any of its Subsidiaries incurred and reasonably expected to be incurred in connection therewith (as determined in good faith by Holdings), (b) the aggregate principal amount of all Indebtedness of the seller in such Permitted Acquisition, or any entity acquired in connection with such Permitted Acquisition, assumed, incurred or refinanced by Holdings or any of its Subsidiaries and/or issued by Holdings and its Subsidiaries to the seller as consideration for such Permitted Acquisition (including, as applicable, Permitted Acquired Debt), (c) the aggregate liquidation preference of all Preferred Equity issued (or to be issued) by Holdings or any of its Subsidiaries to the seller as consideration in connection with such proposed Permitted Acquisition and (d) the Fair Market Value (as determined in good faith by the senior management of Holdings) of all other consideration paid (or to be paid) by Holdings or its Subsidiaries in connection with such Permitted Acquisition, including, if applicable, Holdings Common Stock or Qualified Preferred Stock of Holdings; 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 Holdings, the Borrower or any of its Restricted Subsidiaries.

Aggregate Consideration means, in connection with any Acquisition or TV/Radio Acquisition, the aggregate consideration, in whatever form (including cash payments, the principal amount of promissory notes and Indebtedness assumed, the aggregate amounts payable to acquire, extend and exercise any option, the aggregate amount payable under non-competition agreements and management agreements, and the fair market value of other property delivered) paid, delivered or assumed by the Borrower and its Subsidiaries for such Acquisition or TV/Radio Acquisition.

Aggregate Consideration shall have the meaning set forth in Section 2.1 hereof.

Aggregate Consideration has the meaning set forth in Section 2.4.