GAA Option Consideration definition

GAA Option Consideration means an amount per GAA Share subject to a GAA Option equal to the difference, if positive, between: (a) the value of the Consideration per GAA Share that the holder of a GAA Option would have been entitled to receive had such GAA Option been exercised for GAA Shares prior to the Effective Time, determined by adding the Cash Consideration that would have been payable for each GAA Share to the sum of: (i) the product of the Share Consideration per GAA Share that would have been payable (including fractional FCR Shares) multiplied by the Convertibles Reference Price; and (ii) the fair market value of all cash, securities (other than FCR Shares) or other property, if any, to be received by GAA Shareholders pursuant to the Arrangement as a result of the operation of Section 2.10(b) of the Arrangement Agreement; and (b) and the exercise price of the applicable GAA Option, and zero, if such difference is negative;
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Related to GAA Option Consideration

  • Option Consideration has the meaning set forth in Section 2.3(a).

  • 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.

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

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

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