Aggregate Merger Consideration definition

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

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Aggregate Merger Consideration means the product of (x) the number of shares of Company Common Stock issued and outstanding (other than (i) those shares cancelled pursuant to Section 3.1(a) and (ii) Dissenting Shares) immediately prior to the Effective Time multiplied by (y) the Merger Consideration.

Aggregate Merger Consideration has the meaning set forth in Section 3.1.6.

Examples of Aggregate Merger Consideration in a sentence

• All indemnification payments made pursuant to this ARTICLE XI shall be treated as adjustments to the Aggregate Merger Consideration, unless otherwise required under applicable Law.

• No ERC payment shall constitute, reduce, or otherwise affect the Aggregate Merger Consideration, nor be subject to any right of setoff.

• For the avoidance of doubt, the Bi-Annual Payments are not (and no part of the Aggregate Merger Consideration is) contingent upon ▇▇▇▇▇▇▇’s employment with the Surviving Corporation.

• Purchaser will have or have access to as of Closing an amount of cash on hand necessary to consummate the transactions contemplated by this Agreement and pay all Aggregate Merger Consideration hereunder.

• All shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and converted automatically into the right to receive at the Effective Time the portion of the Aggregate Merger Consideration issuable to such Stockholder in respect of such shares of Company Common Stock as set forth opposite such Stockholder’s name on the Allocation Schedule.

More Definitions of Aggregate Merger Consideration

Aggregate Merger Consideration means the sum of the aggregate per share Merger Consideration plus (i) the aggregate RSU Award Payments and (ii) the aggregate PSU Award Payments.

Aggregate Merger Consideration means a number of Acquiror Common Shares equal to the quotient obtained by dividing (i) the Base Purchase Price by (ii) $10.00.

Aggregate Merger Consideration means the sum of the Aggregate Cash Consideration and the Aggregate Stock Consideration.

Aggregate Merger Consideration means the aggregate Per Share Merger Consideration payable pursuant to this Agreement to Participating Securityholders.

Aggregate Merger Consideration means the sum of (A) the aggregate Series A Merger Consideration owed in respect of all shares of Series A Preferred Stock outstanding at the Effective Time, (B) the aggregate Common Merger Consideration owed in respect of all shares of Common Stock outstanding at the Effective Time and (C) the aggregate Option Consideration owed in respect of Company Stock Options pursuant to Section 2.3.

Aggregate Merger Consideration means the Cash Merger Consideration and the Equity Merger Consideration, in the aggregate.

Aggregate Merger Consideration means the product of (x) the number of shares of Company Common Stock issued and outstanding (other than those shares cancelled pursuant to Section 3.1(a)) immediately prior to the Effective Time multiplied by (y) the Merger Consideration.