Aggregate Consideration Received definition

Aggregate Consideration Received has the meaning set forth in Section 6(j) of the Statement of Designations.
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Aggregate Consideration Received by the Corporation for any issue or sale (or deemed issue or sale) of securities shall (a) to the extent it consists of cash, be computed at the gross amount of cash received by the Corporation before deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by the Corporation in connection with such issue or sale and without deduction of any expenses payable by the Corporation; (b) to the extent it consists of property other than cash, be computed at the fair value of that property as determined in good faith by the Board; and (c) if Additional Stock, Convertible Securities or Options or Rights to purchase either Additional Stock or Convertible Securities are issued or sold together with other stock or securities or other assets of the Corporation for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Stock, Convertible Securities or Options or Rights.
Sample 1
Aggregate Consideration Received means the aggregate amount of consideration received by the Corporation for the Additional Shares of Common Stock, computed as follows: (I) to the extent such consideration consists of cash, the gross amount of cash received by the Corporation before deduction of any expenses or commissions and excluding any amounts paid or payable for accrued interest; (II) to the extent such consideration consists of property other than cash, the fair value of such property as determined in good faith by the Board of Directors; (III) if Additional Shares of Common Stock are issued or sold together with other stock or securities or other assets of the Corporation for a consideration which covers both, the portion of the consideration so received that is reasonably determined in good faith by the Board of Directors to be allocable to such Additional Shares of Common Stock; (IV) if the Additional Shares of Common Stock consist solely of Rights or Options and/or Convertible Securities, an amount equal to the quotient of (X) the total amount, if any, received or receivable by the Corporation as consideration for the issuance of such Rights or Options and/or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Rights or Options and/or the conversion or exchange of such Convertible Securities, or in the case of Rights or Options for Convertible Securities, the exercise of such Rights or Options for Convertible Securities and the conversion or exchange of such Convertible Securities, divided by (Y) the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Rights or Options and/or the conversion
Sample 1

Examples of Aggregate Consideration Received in a sentence

  • The “ Effective Price” of Additional Common Shares shall mean the quotient determined by dividing the total number of Additional Common Shares issued or sold, or deemed to have been issued or sold, by the Company under this Section 6, into the Aggregate Consideration Received, or deemed to have been received, by the Company under this Section 6, for the issue of such Additional Common Shares.

  • The “ Effective Price” of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold by the Corporation, and/or deemed to have been issued or sold by the Corporation under Section 5(e)(ii), into the Aggregate Consideration Received by the Corporation, or deemed to have been received by the Corporation under Section 5(e)(ii), for the issue of such Additional Shares of Common Stock.

  • The “ Effective Price” of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold, by the Company under this Section 5.8, into the Aggregate Consideration Received, or deemed to have been received, by the Company under this Section 5.8, for the issue of such Additional Shares of Common Stock.

  • The “Effective Price” of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold, by the Company under subsection 1.e(vii), into the Aggregate Consideration Received, or deemed to have been received, by the Company under subsection 1.e(vii), for the issue of such Additional Shares of Common Stock.

  • The "Effective Price" of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold, by the Company under this Section 10.7, into the Aggregate Consideration Received, or deemed to have been received, by the Company under this Section 10.7, for the issue of such Additional Shares of Common Stock.

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  • The value of the Completion Fee is equal to 1.5% of the Aggregate Consideration Received up to $137.5 million and 2% of the Aggregate Consideration Received that is greater than $137.5 million.

  • The “ Effective Price” of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold, by the Corporation under this subsection 5.8, into the Aggregate Consideration Received, or deemed to have been received, by the Corporation under this subsection 5.8, for the issue of such Additional Shares of Common Stock.

  • The “ Effective Price” of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold by the Corporation, and/or deemed to have been issued or sold by the Corporation under Section 5(e)(ii) of this Article V, into the Aggregate Consideration Received by the Corporation, or deemed to have been received by the Corporation under Section 5(e)(ii) of this Article V, for the issue of such Additional Shares of Common Stock.

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More Definitions of Aggregate Consideration Received

Aggregate Consideration Received by Geospatial for any issue or sale (or deemed issue or sale) of securities shall (A) to the extent it consists of cash, be computed at the gross amount of cash received by Geospatial before deduction of any underwriting or similar commissions, compensation or concessions paid or allowed by Geospatial in connection with such issue or sale and without deduction of any expenses payable by Geospatial; (B) to the extent it consists of property other than cash, be computed in the manner set forth in the definition of Non-Cash Consideration (as defined below); and (C) if Additional Shares of Common Stock, Convertible Securities (as defined below) or Rights or Options (as defined below) are issued or sold together with other stock or securities or other assets of Geospatial for a consideration which covers both, be computed as the portion of the consideration so received that may be reasonably determined in good faith by the Board to be allocable to such Additional Shares of Common Stock, Convertible Securities or Rights or Options.
Sample 1

Related to Aggregate Consideration Received

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

  • Base Consideration has the meaning set forth in Section 1.2.

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

  • Alternate Consideration shall have the meaning set forth in Section 5(e).

  • 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.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

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

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • 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.

  • 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.

  • 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.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

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

  • Aggregate Cap has the meaning set forth in Section 20.1A.

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

  • Aggregate Commitment Amount means, as of any date, the aggregate of all Commitment Amounts as of such date. On the Effective Date, the Aggregate Commitment Amount is $125,000,000.

  • Share Consideration has the meaning given to it in Section 2.2;

  • 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.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Black Scholes Consideration Value means the value of the applicable Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).

  • FX Reduction Amount is defined in Section 2.1.3.

  • Aggregate Credit Exposure means, at any time, the aggregate Credit Exposure of all the Lenders at such time.