Total Consideration Value definition

Total Consideration Value means Twenty-Five Million U.S. Dollars ($25,000,000), subject to adjustment pursuant to the DSD Agreement.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Total Consideration Value means the sum of (i) the Total Stock Consideration Value and (ii) the Aggregate Cash Consideration.

Total Consideration Value means the Estimated Total Consideration Value as finally adjusted pursuant to Section 2.02.

Examples of Total Consideration Value in a sentence

• The aggregate amount of all Losses for which the Partnership shall be liable pursuant to this Section 6.2(b) shall not exceed the amount equal to the Participation Percentage multiplied by the Total Consideration Value (as defined in the DSD Agreement and adjusted therein).

• The aggregate amount of all Losses for which the Contributor shall be liable pursuant to this Section 6.2(a) shall not exceed the amount equal to the Participation Percentage multiplied by the Total Consideration Value (as defined in the DSD Agreement and adjusted therein).

• Promptly following the determination of Estimated Total Consideration Value pursuant to Section 2.02(a) and prior to the Closing, the Company shall prepare and deliver to Buyer a spreadsheet in the form of Exhibit F (the “Consideration Spreadsheet”), certified by the Chief Executive Officer of the Company, accurately and completely setting forth the information requested therein as of the Closing.

• If AB provides written notice to GBCI in accordance with Section 7.3.1, then within three Business Days following GBCI's receipt of such notice, GBCI may elect by written notice to AB to adjust the Per Share Stock Consideration such that the Total Consideration Value Per Share equals $39.40 (based on the GBCI Average Closing Price rounded up to the nearest whole share).

• Based on such estimates and prior to the Closing Date, Buyer and the Company shall reasonably and in good faith calculate estimates of Closing Cash (“Estimated Closing Cash”), Closing Indebtedness (“Estimated Closing Indebtedness”), Closing Working Capital (“Estimated Closing Working Capital”) and Unpaid Company Transaction Expenses (“Estimated Unpaid Company Transaction Expenses”), which estimates shall be used to determine the Estimated Total Consideration Value for purposes of the Closing.

More Definitions of Total Consideration Value

Total Consideration Value has the meaning specified in Section 3.01.

Total Consideration Value will mean the sum of: (x) (i) number of shares of Orion Common Stock issued to the holders of the TVS Stock as a result of the Merger at the Effective Time, times (ii) the average closing price of the Orion Common Stock on the OTC Bulletin Board or other relevant exchange for the 10 days immediately preceding the Adjustment Date; plus (y) the aggregate principal value of the Promissory Notes issued pursuant to Section 2.1(b) hereof.

Total Consideration Value means an amount equal to (A) $350,000,000, minus (B) the Estimated Closing Company Debt, minus (C) the amount of Estimated Unpaid Transaction Expenses, minus (D) the amount, if any, by which Estimated Closing Working Capital is less than Target Working Capital, plus (E) the amount of Estimated Closing Cash, plus (F) the Aggregate Exercise Amount. “Transaction Bonuses” means those certain bonuses to certain employees in the amounts set forth next to the individual’s name on Attachment 2.12(r) of the Company Disclosure Schedules, subject to (among other items as outlined in Section 2.12(c) of the Company Disclosure Schedule) the execution

Total Consideration Value the sum of (i) the amount of cash and Policy Credits paid by the Company or Sponsor in respect of Issued Company Shares or Membership Interests in connection with the transactions contemplated by this Agreement, and (ii) the value as of the Closing Date of the Sponsor Shares issued by the Sponsor in respect of the Issued Company Shares in connection with the transactions contemplated by this Agreement (as determined under federal income tax principles). Trading Day: any day on which the NYSE is open for trading.

Total Consideration Value means: (1) the Estimated Total Consideration Value, at the Closing and at all times thereafter until the Final Total Consideration Value is determined; and (2) the Final Total Consideration Value, at such time as the Final Total Consideration Value is determined and at all times thereafter. Any adjustments, additions or subtractions to the Total Consideration Value shall be made without duplication (i.e., no double-counting).

Total Consideration Value means an amount equal to four million, eight hundred and twenty seven thousand and eight hundred dollars ($4,827,800), plus (i) Closing Cash, minus (ii) Closing Indebtedness, minus (iii) the total amount of Third Party Expenses that are incurred and unpaid by the Company prior to or as of the First Effective Time; in each case, without duplication. For purposes of clarity, the reference to $4,827,800 as the gross consideration value shall not be reduced by the Transaction Bonuses (even though the Transaction Bonuses constitute Third Party Expenses and would otherwise reduce such gross consideration value) and the Parent shall cause the Surviving LLC to pay the Transaction Bonuses in accordance with the terms of Section 5.8(c) of this Agreement.

Total Consideration Value means the Contingent Consideration Value plus an amount equal to (i) the aggregate number of shares of Parent Common Stock issued pursuant to Section 3.1(a) in respect of Company Stock issued and outstanding immediately prior to the First Effective Time (other than any Excluded Shares) reduced by the number of Escrow Shares held or to be held in the Escrow Account pursuant to the Escrow Agreement and Section 3.10 hereof, multiplied by (ii) the Ten Day Average.