Minimum Aggregate Consideration definition

Minimum Aggregate Consideration means the number of shares of Company Common Stock that would equal 51% of the Fully Diluted Number of Shares of the Surviving Corporation immediately following the Merger.
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Minimum Aggregate Consideration means the number of shares of Company Common Stock that would equal 51% of the Fully
Sample 1

Examples of Minimum Aggregate Consideration in a sentence

  • Each share of Spinco Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into a number of shares of Company Common Stock equal to ( 1 ) the Aggregate Merger Consideration (or, if applicable, the Minimum Aggregate Consideration) divided by ( 2 ) the aggregate number of shares of Spinco Common Stock issued and outstanding as of immediately prior to the Effective Time (the “ Per Share Merger Consideration ”).

Related to Minimum Aggregate Consideration

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

  • Maximum Aggregate Purchase Price has the meaning assigned to such term in the Pricing Side Letter.

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

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Base Consideration is defined in Section 2.2.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

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

  • Excess Aggregate Contributions means, with respect to any Plan Year, the excess of:

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Available Aggregate Commitment means, at any time, the Aggregate Commitment then in effect minus the Aggregate Outstanding Credit Exposure at such time.

  • Alternate Consideration shall have the meaning set forth in Section 5(e).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Aggregate Commitment Amount means, as of any date, the aggregate of all Commitment Amounts as of such date. On the Effective Date, the Aggregate Commitment Amount is $125,000,000.

  • Purchase Price Percentage has the meaning assigned to such term in the Pricing Side Letter.

  • FX Reduction Amount is defined in Section 2.1.3.

  • Aggregate Cap has the meaning set forth in Section 20.1A.

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Forward Price Reduction Amount For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I. Shares: Common stock, USD 0.01 par value per share, of Party B (also referred to herein as the “Issuer”) (Exchange identifier: “VICI”). Exchange: New York Stock Exchange. Related Exchange(s): All Exchanges. Clearance System: DTC. Calculation Agent: Party A.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Reduction Amount has the meaning set forth in Section 2.05(b)(viii).

  • Additional Consideration has the meaning set forth in Section 3.2.