Maximum Permitted Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (i) the fair market value of the Holdings Common Stock (based on the average closing trading price of the Holdings Common Stock for the 20 trading days immediately prior to the date of such Permitted Acquisition on the stock exchange on which Holdings Common Stock is listed or, if Holdings Common Stock is not so listed, the good faith determination of the senior management of Holdings) issued (or to be issued) as consideration in connection with such Permitted Acquisition (including, without limitation, Holdings Common Stock which may be required to be issued as earnout consideration upon the achievement of certain future performance goals of the respective Acquired Entity or Business), (ii) the aggregate amount of all cash paid (or to be paid) by Holdings or any of its Subsidiaries in connection with such Permitted Acquisition (including, without limitation, payments of fees and costs and expenses in connection therewith) and all contingent cash purchase price or other earnout obligations of Holdings and its Subsidiaries incurred in connection therewith (as determined in good faith by Holdings), (iii) the aggregate principal amount of all Indebtedness assumed, incurred and/or issued in connection with such Permitted Acquisition to the extent permitted by Section 9.04 and (iv) the fair market value (determined in good faith by senior management of Holdings) of all other consideration payable in connection with such Permitted Acquisition.
Maximum Permitted Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (i) the fair market value of Holdings Common Stock (based on (x) the closing and/or trading price of Holdings Common Stock on the date of such Permitted Acquisition on the stock exchange on which Holdings Common Stock is listed or the automated quotation system on which Common Stock is quoted, or (y) if Holdings Common Stock is not listed on an exchange or quoted on a quotation system, the bid and asked prices of Holdings Common Stock in the over-the-counter market at the close of trading or (z) if Holdings Common Stock is not so listed, based on a good faith determination of the Board of Directors of Holdings) issued (or to be issued) as consideration in connection with such Permitted Acquisition, (ii) the fair market value of all Qualified Preferred Stock of Holdings (based on a good faith determination of the Board of Directors of Holdings) issued (or to be issued) as consideration in connection with such Permitted Acquisition, (iii) the aggregate principal amount of, and other obligations due under, all Seller Financing and Permitted Acquired Debt incurred, issued, acquired and/or assumed by the Borrower or any of its Subsidiaries in connection with such Permitted Acquisition, (iv) the aggregate amount of all cash paid (or to be paid) by the Borrower or any of its Subsidiaries in connection with such Permitted Acquisition (including payments of fees, costs, expenses and taxes in connection therewith), (v) the aggregate principal amount of, and other obligations due under, all other Indebtedness assumed, incurred and/or issued by the Borrower or any of its Subsidiaries in connection with such Permitted Acquisition to the extent permitted by Section 9.04, (vi) the aggregate amount that could reasonably be expected to be paid (based on good faith projections prepared by Holdings) pursuant to any earn-out, non-compete, consulting or deferred compensation or purchase price adjustment) for such Permitted Acquisition and (vii) the fair market value (based on good faith projections prepared by the Borrower) of all other consideration payable in connection with such Permitted Acquisition.
Maximum Permitted Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (a) the aggregate liquidation preference of Preferred Stock issued by Holdings as consideration in connection with such Permitted Acquisition, (b) the aggregate principal amount of Permitted Acquired Debt acquired or assumed by Holdings or any of its Subsidiaries in connection with such Permitted Acquisition, (c) the aggregate principal amount of all cash paid (or to be paid) by Holdings or any of its Subsidiaries in connection with such Permitted Acquisition (including payments of fees and costs and expenses in connection therewith), (d) the aggregate principal amount of all other Indebtedness assumed, incurred and/or issued in connection with such Permitted Acquisition and (e) the fair market value (determined in good faith by senior management of Holdings) of all other consideration payable in connection with such Permitted Acquisition (other than Holdings Common Stock).
More Definitions of Maximum Permitted Consideration
Maximum Permitted Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (i) the aggregate liquidation preference of Preferred Stock issued by Holdings as consideration in connection with such Permitted Acquisition, (ii) the aggregate principal amount of Permitted Acquired Debt acquired or assumed by Holdings or any of its Subsidiaries in connection with such Permitted Acquisition, (iii) the aggregate principal amount of all cash paid (or to be paid) by Holdings or any of its Subsidiaries in connection with such Permitted Acquisition (including payments of fees and costs and expenses in connection therewith), (iv) the aggregate principal amount of all other Indebtedness assumed, incurred and/or issued in connection with such Permitted Acquisition to the extent permitted by Section 9.04 and (v) the fair market value (determined in good faith by senior management of Holdings) of all other consideration payable in connection with such Permitted Acquisition.
Maximum Permitted Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (i) the aggregate principal amount of Permitted Acquired Debt acquired or assumed by the Borrower or any of its Subsidiaries in connection with such Permitted Acquisition, (ii) the aggregate principal amount of all cash paid by the Borrower or any of its Subsidiaries in connection with such Permitted Acquisition (including payments of fees and costs and expenses in connection therewith), (iii) the aggregate principal amount of all other Indebtedness assumed, incurred and/or issued in connection with such Permitted Acquisition to the extent permitted by Section 9.04 and (iv) the fair market value (determined in good faith by senior management of the Borrower) of all other consideration payable in connection with such Permitted Acquisition.
Maximum Permitted Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (i) the fair market value of the Borrower Common Stock (based on (x) the closing and/or trading price of the Borrower Common Stock on the date of such Permitted Acquisition on the stock exchange on which the Borrower Common Stock is listed or the automated quotation system on which the Borrower Common Stock is quoted, or (y) if the Borrower Common Stock is not listed on an exchange or quoted on a quotation system, the bid and asked prices of the Borrower Common Stock in the over-the-counter market at the close of trading or (z) if the Borrower Common Stock is not so listed, based on a good faith determination of the Board of Directors of the Borrower) issued (or to be issued) as consideration in connection with such Permitted Acquisition, (ii) the fair market value of all Qualified Preferred Stock of the Borrower (based on a good faith determination of the Board of Directors of the Borrower) issued (or to be issued) as consideration in connection with such Permitted Acquisition, (iii) the aggregate amount of all cash paid (or to be paid) by the Borrower or any of its Subsidiaries in connection with such Permitted Acquisition (including payments of fees, costs, expenses and taxes in connection therewith), (iv) the aggregate principal amount of, and other obligations due under, all Indebtedness assumed, incurred and/or issued by the Borrower or any of its Subsidiaries in connection with such Permitted Acquisition, (v) the aggregate amount that could reasonably be expected to be paid (based on good faith projections prepared by the Borrower) pursuant to any earn-out, non-compete, consulting or deferred compensation or purchase price adjustment) for such Permitted Acquisition and (vi) the fair market value (based on a good faith determination of the Borrower) of all other consideration payable in connection with such Permitted Acquisition.
Maximum Permitted Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (a) the aggregate liquidation preference of Preferred Stock issued by the US Borrower as consideration in connection with such Permitted Acquisition, (b) the aggregate principal amount of Permitted Acquired Debt acquired or assumed by the US Borrower or any of its Subsidiaries in connection with such Permitted Acquisition, (c) the aggregate principal amount of all cash paid (or to be paid) by the US Borrower or any of its Subsidiaries in connection with such Permitted Acquisition (including payments of fees and costs and expenses in connection therewith but excluding payments made from Concurrent Equity Proceeds in respect of such Permitted Acquisition), (d) the aggregate principal amount of all other Indebtedness assumed, incurred and/or issued in connection with such Permitted Acquisition and (e) the fair market value (determined in good faith by senior management of the US Borrower) of all other non-cash consideration payable in connection with such Permitted Acquisition (other than US Borrower Common Stock).
Maximum Permitted Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (i) the fair market value of Borrower capital stock issued as consideration in connection with such Permitted Acquisition, (ii) the aggregate principal amount of all cash paid by the Borrower or any of its Subsidiaries in connection with such Permitted Acquisition (including payments of fees and costs and expenses in connection therewith), and (iii) the fair market value (determined in good faith by senior management of the Borrower) of all other consideration payable by the Borrower or any of its Subsidiaries in connection with such Permitted Acquisition.
Maximum Permitted Consideration means, with respect to any Permitted Acquisition, the sum (without duplication) of (i) the fair market value of Exide U.S. Common Stock (based on the average closing trading price of Exide U.S. Common Stock for the 20 trading days immediately prior to the date of such Permitted Acquisition on the stock exchange on which Exide U.S. Common Stock is listed or, if Exide U.S. Common Stock is not so listed, the good faith determination of the senior management of Exide U.S.) issued (or to be issued) as consideration in connection with such Permitted Acquisition (including, without limitation, Exide U.S. Common Stock which may be required to be issued as earnout consideration upon the achievement of certain future performance goals of the respective Acquired Entity or Business), (ii) the aggregate amount of all cash paid (or to be paid) by Exide U.S. or any of its Subsidiaries in connection with such Permitted Acquisition (including, without limitation, payments of fees and costs and expenses in connection therewith) and all contingent cash purchase price or other earnout obligations of Exide U.S. and its Subsidiaries incurred in connection therewith (as determined in good faith by Exide U.S.), (iii) the aggregate principal amount of all Indebtedness assumed, incurred and/or issued in connection with such Permitted Acquisition to the extent permitted by Section 9.04 and (iv) the fair market value (determined in good faith by senior management of Exide U.S.) of all other consideration payable in connection with such Permitted Acquisition.
Maximum Permitted Consideration means, with respect to any Permitted Acquisition, the sum of the Maximum Permitted Equity Consideration and the Maximum Permitted Non-Equity Consideration.