Total Equity Consideration definition

Total Equity Consideration means the aggregate of the Asset Sale Equity Consideration and the Total Merger Equity Consideration, the aggregate being 4,446,201 Corel Common Shares;
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Total Equity Consideration means the aggregate of Equity Consideration A, Equity
Sample 1
Total Equity Consideration means the difference between the Total Consideration and Net Indebtedness as of the Effective Time.
Sample 1

Examples of Total Equity Consideration in a sentence

  • Each Principal Stockholder that is acquiring shares forming part of the Total Equity Consideration is not a foreign person within the meaning of Section 1445(f)(3) of the Code.

  • Pursuant to the terms of the Escrow Agreement, Corel will deliver at the Closing to the Escrow Agent 2,778,876 Corel Shares which comprise a portion of the Total Equity Consideration and $1.0 million which comprises a portion of the Total Cash Consideration.

  • All the Corel Common Shares comprising the Total Equity Consideration, when issued and delivered in accordance with this Agreement, will be duly and validly issued and will be outstanding as fully paid and non-assessable shares.

  • The Jasc Stockholder that is acquiring shares forming part of the Total Equity Consideration is not a foreign person within the meaning of Section 1445(f)(3) of the Code.

  • The remaining Total Equity Consideration is considered contingent purchase price.

  • Parent and Merger Sub collectively have as of the date hereof, and will have at the Effective Time, access to sufficient immediately available cash resources to pay the Total Equity Consideration and any other fees and expenses related to the transactions contemplated by this Agreement.

  • The preferred and common shares comprising the Total Equity Consideration were deposited with an escrow agent at the close of the transaction.

  • From and after the Effective Time, until surrendered as contemplated by this Section 2.8(a), each certificate formerly representing shares of Company Stock shall be deemed to represent for all purposes only the right to receive the portion of the Total Equity Consideration as provided pursuant to Section 2.2(a) hereof, if any, in respect of such shares of Company Stock formerly represented thereby in accordance with the terms hereof and in the manner provided herein.

  • The Company Securityholders, the Stockholder Representative and Parent agree to treat and report (and cause their Affiliates to treat and report) any payments received pursuant to this SECTION 15 as adjustments to the Total Equity Consideration for all Tax purposes, to the maximum extent permitted by Legal Requirements.

  • In accordance with the escrow agreement, twenty-five percent (25%) of the Total Equity Consideration will be released on each annual anniversary of the closing date, provided that during the preceding year and as of such anniversary the two key employees remain full-time employees of the Company.


More Definitions of Total Equity Consideration

Total Equity Consideration means the number of shares of Parent Common Stock determined by dividing (i) $30,000,000 by (ii) the Average Trading Price.
Sample 1
Total Equity Consideration means an amount equal to (a) the sum of (i) $1,200,000,000 plus (ii) the Aggregate Exercise Price plus (iii) the Per Share Common Consideration multiplied by the number of any shares of Company Common Stock issued prior to the Closing Date in satisfaction of the Earnout Amount plus (iv) the amount of any cash paid out prior to the Closing Date in satisfaction of the Earnout Amount plus (v) Stockholder Debt; minus (b) the sum of (i) the Closing Company Transaction Expenses plus (ii) the Excess Closing Company Debt.
Sample 1
Total Equity Consideration means (A) $19,000,000 less (B) the sum of (1) the product of (i) Merger Expenses paid by the Company prior to Closing multiplied by (ii) the Equity Consideration Ratio, (2) the product of (i) the Net Excess Debt (as set forth on the Estimated Closing Balance Sheet) multiplied by (ii) the Equity Consideration Ratio and (3) the Bonus Plan Equity Consideration.
Sample 1
Total Equity Consideration has the meaning set forth in Section 1.2(b) above.
Sample 1
Total Equity Consideration means an amount equal to (a) the sum of (i) $1,260,000,000 plus (ii) the aggregate exercise price of all Vested Options plus (iii) 50% of the aggregate exercise price of all Unvested Options plus (iv) the Estimated Company Cash Amount minus (b) the sum of (i) the amount of the Estimated Change in Control Payments plus (ii) the amount of Estimated Company Transaction Expenses plus (iii) the amount of Estimated Company Debt.
Sample 1
Total Equity Consideration means the Initial Merger Consideration plus the Earn-Out Consideration.
Sample 1

Related to Total Equity Consideration

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “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 and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.

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

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • 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.

  • PIPE Investment Amount has the meaning specified in Section 6.16.

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

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

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

  • 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.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

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

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

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

  • 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.

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

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

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

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