Aggregate Merger Consideration Amount definition

Aggregate Merger Consideration Amount means (a) Three Hundred and Fifty Million U.S. Dollars ($350,000,000) minus (b) the amount, if any, by which the Target Net Working Capital Amount exceeds the Net Working Capital (but not less than zero) minus (b) if Closing Net Debt is a positive number, the amount of Closing Net Debt, plus (c) if Closing Net Debt is a negative number, the absolute value of the amount of Closing Net Debt, minus (d) the amount of any unpaid Transaction Expenses”).
Aggregate Merger Consideration Amount means the sum of the Aggregate Common Stock Merger Consideration Amount, the Aggregate Series A Merger Consideration Amount and the Aggregate Series Seed Merger Consideration Amount.
Aggregate Merger Consideration Amount means the amount equal to (a) the Baseline Aggregate Merger Consideration Amount plus (b) the Adjustment Amount minus (c) an amount (in no event to exceed $3,750,000) equal to (i) the Drawn Share Amount multiplied by (ii) 0.2778.

Examples of Aggregate Merger Consideration Amount in a sentence

  • The Escrow Property shall serve as the sole source of payment for the obligations of the Company Shareholders under Section 2.8. Unless otherwise required by Law, all distributions made from the Escrow Account shall be treated by the Parties as an adjustment to the number of shares of Aggregate Merger Consideration Amount received by the Company Shareholders pursuant to Article I hereof.

  • The Closing Statement shall be prepared, and the Closing Net Debt, Net Working Capital, and Transaction Expenses and the resulting Aggregate Merger Consideration Amount and Company Merger Shares shall be determined in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

  • As of the Closing, Buyer will have sufficient unrestricted cash on hand for Buyer to complete the Contemplated Transactions and pay the Aggregate Merger Consideration Amount payable hereunder and all fees, expenses and other amounts required to be paid by Buyer in connection with the Contemplated Transactions.


More Definitions of Aggregate Merger Consideration Amount

Aggregate Merger Consideration Amount means the U.S. Dollar amount equal to (i) (a) $2,720,000,000; minus (b) Closing Date Indebtedness; and minus (c) any aggregate amounts to be paid pursuant to the subscription agreements listed and described on Section 4.03(c) of the Company Disclosure Schedule (the “Historical Subscription Agreements”) that remain unpaid in cash as of the respective date set forth across from each such agreement on Section 4.03(c) of the Company Disclosure Schedule (each such date, a “Subscription Payment Date”); multiplied by (ii) the Reserve Discount.
Aggregate Merger Consideration Amount means $5,605,772.82.
Aggregate Merger Consideration Amount means $28,073,654.
Aggregate Merger Consideration Amount means $46,000,000 minus the Aggregate Option and Warrant Consideration Amount.
Aggregate Merger Consideration Amount means Two Point Five Billion U.S. Dollars ($2,500,000,000).
Aggregate Merger Consideration Amount means five hundred million U.S. Dollars ($500,000,000).

Related to Aggregate Merger Consideration Amount

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

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

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

  • 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).

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

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

  • 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.

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

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

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

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

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

  • 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.

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

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

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

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