Total Purchase Consideration definition

Total Purchase Consideration means the Closing Purchase Consideration plus the Warrants.

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Total Purchase Consideration means the sum of the Closing Consideration and the Earnout Consideration.

Total Purchase Consideration means the Purchase Consideration Shares and the Contingent Milestone Payments taken together which constitute the total purchase consideration for the Assets;

Examples of Total Purchase Consideration in a sentence

The sale and purchase of the Sale Shares, together with the payment of the Total Purchase Consideration as mentioned hereinabove shall be effected in accordance with Table 1 herein below.
The Total Purchase Consideration shall be allocated to the Acquired Assets in accordance with Schedule 1.6 attached hereto.
The parties agree that any indemnification payment made pursuant to this Article XII shall be treated as an adjustment to the Total Purchase Consideration for Tax purposes, unless otherwise required by applicable law.
The Total Purchase Consideration shall be allocated to the Acquired Assets in accordance with Schedule 1.7 attached hereto.
The Shares have a deemed value1 at Closing ranging from $10.00 per share (“Minimum Share Value”) to $13.30 per share (“Target Share Value”), for which the Shares are exchanged for the Deemed Asset Value of the Assets, $12,038,029.51 (the “Total Purchase Consideration”), subject to the Purchase Consideration Adjustment as provided in Section 3.3. In no event shall the Total Purchase Consideration be greater than 1,203,803 shares nor less than 905,115 shares of Buyer’s shares of HF Foods Group Inc.
In no event shall Buyer be obliged to provide any part of the Total Purchase Consideration in cash or any form of payment other than shares of HF Foods Group Inc.
Any indemnity payment under this Agreement shall be treated as an adjustment to the Total Purchase Consideration for Tax purposes (except to the extent otherwise required by a “final determination” within the meaning of the Code).
On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Company agrees to sell, transfer, assign, convey and deliver to Buyer and Buyer agrees to purchase and accept from the Company the Acquired Assets for the Total Purchase Consideration.
In addition, the aggregate liability of any Seller under this Article XII shall not exceed the actual amount of the Total Purchase Consideration actually received by such Seller under this Agreement.
Purchase Consideration for Advance 476,303.00 1,984,516.00 Total Purchase Consideration 603,881.00 2,516,070.00 The Total Purchase Consideration was arrived at on a willing buyer-willing seller basis after taking into consideration a fair valuation of Price to Book Ratio of 0.89 times based on SMF Group’s audited net assets of RM10,832,976 for the Financial Year Ended (“FYE”) 31 December 2019.

More Definitions of Total Purchase Consideration

Total Purchase Consideration means aggregate fair market value of the consideration (whether in the form or cash, Common Stock, other equity securities of the Company or any combination thereof) paid by the Company as the purchase price for the entity acquired in the Material Acquisition, as determined by the Board in good faith.

Total Purchase Consideration means the Initial Closing Consideration, the Earn-Out Adjustment, if any, the Second Closing Consideration and the Third Closing Consideration.

Total Purchase Consideration collectively means the Merger Consideration, the Preferred Merger Consideration, cash amounts payable at the Effective Time in respect of all KCS Equity Awards, amounts remitted by CP to KCS in connection with the CN Agreement Termination Payment and CN Refund, and other amounts as defined as consideration by the acquisition method of accounting.

Total Purchase Consideration means the sum of (i) the Purchase Price and (ii) the aggregate amount of ACEC's liabilities at and upon the Closing.

Total Purchase Consideration means the Definitive Initial Purchase Consideration, Milestone Payments, Priority Review Voucher Payments, and Royalty Payments actually paid to the Unitholders.

Total Purchase Consideration has the meaning set forth in Section 2.2.