Total Company Stockholder Consideration definition

Total Company Stockholder Consideration means the aggregate consideration payable with respect to shares of Company Stock pursuant to Section 2.2(a) (other than any Earn-Out Payments).
Sample 1Sample 2

Examples of Total Company Stockholder Consideration in a sentence

  • At the Effective Time, Parent or Acquisition Sub shall deposit, or cause to be deposited, with LaSalle Bank National Association (the “Paying Agent”) for the benefit of the Company Securityholders cash in an amount equal to (i) the Total Company Stockholder Consideration minus the Escrow Amount plus (ii) the aggregate amount of Vested Option Payments plus (iii) the aggregate amount of Preferred Warrant Payments.

Related to Total Company Stockholder Consideration

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Company Share means one share of common stock of the Company, $0.01 par value per share.

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

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

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

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(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.

  • Company Shares means the common shares in the capital of the Company;

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Company Stockholder means the holder of either a share of Company Common Stock or a share of Company Preferred Stock.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.