Aggregate Share Consideration definition

Aggregate Share Consideration means the aggregate number of shares of Acquiror Common Stock to be issued to Company Shareholders pursuant to the Plan of Arrangement;

Aggregate Share Consideration means a number of Buyer Shares valued at the Buyer Stock Price equal to the difference of (i) the Estimated Total Consideration Value minus (ii) the Aggregate Cash Consideration.

Aggregate Share Consideration means an amount of Holdco Shares equal to the Purchase Price divided by the Holdco Per Share Value.

Examples of Aggregate Share Consideration in a sentence

• Such Aggregate Share Consideration will not be subject to any preemptive rights or other restrictions, except as provided in this Agreement, or under federal and applicable state securities laws.

• The parties hereto acknowledge and agree that the Aggregate Share Consideration shall constitute “restricted securities” within the meaning of the Securities Act.

• The Aggregate Share Consideration to be issued by Buyer pursuant to this Agreement, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear from any Encumbrance in respect of the issuance thereof, except as provided in this Agreement and except for Encumbrances created by or imposed upon the holder of such shares.

• Each certificate evidencing the Aggregate Share Consideration shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

• The Indemnification Escrow shall be the sole source available to compensate Buyer pursuant to the indemnification obligations of Seller, absent fraud or willful misconduct, and for the Aggregate Share Consideration adjustment contemplated by Section 2.3(b).

More Definitions of Aggregate Share Consideration

Aggregate Share Consideration means a number of shares of Parent Stock equal to the quotient of (a) the dollar amount equal to 41% of the Aggregate Merger Consideration Value (i.e., the Aggregate Merger Consideration Value multiplied by 0.41) divided by (b) the Parent Stock Price.

Aggregate Share Consideration means a number of shares of Parent Stock equal to the quotient of (a) the dollar amount equal to 41% of the Aggregate Merger Consideration Value (i.e., the Aggregate Merger Consideration Value multiplied by 0.41) divided by (b) the Parent Stock Price. |US-DOCS\123754940.16||

Aggregate Share Consideration means twenty-nine million, six hundred fourteen thousand, eight hundred twenty five (29,614,825) GNL Shares.

Aggregate Share Consideration means, collectively, (i) the Aggregate SPAC Share Consideration, (ii) the Aggregate Exchangeable Share Consideration, and (iii) the SPAC Shares issued to the Company Warrantholder pursuant to Section 3.1(g).

Aggregate Share Consideration means the aggregate number of shares of Parent Common Stock to be issued to holders of Company Stock pursuant to Section 2.05(b) and to holders of Company RSAs pursuant to Section 2.10 and Company MSPP Units pursuant to Section 2.12(c) plus the aggregate number of shares of Parent Common Stock subject to Adjusted SARs, Adjusted RSUs, Adjusted PLTIP Units and Adjusted MSPP Units.

Aggregate Share Consideration means 7,500,000 Parent Common Shares.

Aggregate Share Consideration means the quotient of (x) (i) $1,650,000,000 minus (ii) the aggregate amount of any principal and interest outstanding under any Bridge Note as of the Effective Time (but excluding any such principal amounts (and any interest relating thereto) that the Company and Parent mutually agree in writing prior to the loan or advancement of such principal amount shall be excluded) divided by (y) the Parent Closing Price. “beneficial owner” (including the terms “beneficial ownership” and “to beneficially own”) with respect to a Person’s ownership of any securities means such Person or any of such Person’s Affiliates or associates (as defined in Rule 12b-2 under the Exchange Act) who is deemed to beneficially own, directly or indirectly, such securities within the meaning of Rule 13d-3 under the Exchange Act.