Examples of Stock Purchase Consideration in a sentence
The Seller Guarantors, the Sellers and Acquiror agree to treat (and cause their Affiliates to treat) any payment received pursuant to this Article 12 as adjustments to the Total Stock Purchase Consideration for U.S. federal income Tax purposes, to the maximum extent permitted by applicable Law.
Acquiror may determine, in its sole discretion, to obtain debt financing (the “Debt Financing”) to fund any portion of the Total Stock Purchase Consideration.
Upon the terms and subject to the provisions set forth in this Agreement, at the Closing (as defined in Section 1.3), SPX shall cause DSC to sell, transfer and deliver to Merger Sub, and CNT shall cause Merger Sub to, and Merger Sub shall, purchase from DSC, all right, title and interest in and to the SPX Class B Common Stock (the "Stock Purchase") for a purchase price per share of $2.3132 in cash, or $172,954,108 in the aggregate (such aggregate consideration, the "Stock Purchase Consideration").
All Stock Purchase Consideration shall be paid to each of the Funds pro rata in accordance with their respective percentage ownership of the "Company Common Stock" as set forth on Schedule 1.3(c).
No duty of indemnification shall arise under Section 14 of this Agreement unless and until the amount of Damages of the Indemnified Party exceeds one percent (1%) of the aggregate Stock Purchase Consideration and then such liability shall be limited to Damages in aggregate in excess of one percent (1%) of the aggregate Stock Purchase Consideration.
The term "Stock Purchase Consideration Adjustment Amount" shall have the meaning set forth in Section 2.5(a).
The term "Stock Purchase Consideration" shall mean the consideration set forth in Section 2.3 of this Agreement.
The execution, delivery and performance of this Agreement and the Registration Rights Agreement by each Fund and the consummation of the transactions contemplated hereby and thereby by each Fund do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Governmental Entity except for applicable filings pursuant to the HSR Act and filings under the Securities Exchange Act of 1934, as amended, with respect to the Stock Purchase Consideration.
The term "Proposed Stock Purchase Consideration Adjustment" shall have the meaning set forth in Section 2.5.
Schedule 1.1, as adjusted from time to time as provided herein, reflects the allocation of Stock Purchase Consideration, Merger Consideration or Option Consideration, as applicable, to the Securityholders entitled thereto and their pro rata interests in and to the Indemnification Escrow Funds.