Transaction Consideration. The Transaction Consideration;
Transaction Consideration. The aggregate consideration (collectively, the “Transaction Consideration”) to be paid by Purchaser for the Purchased Assets, in addition to the assumption of the Assumed Liabilities, shall consist of:
Transaction Consideration. The consideration to be paid to Seller for all of its Company Shares at the Closing shall be Seller’s pro rata portion of the cash consideration and Pubco Common Shares due to such Seller in accordance with Section 2.2 of Business Combination Agreement. A portion of the equity consideration equal to two and one-half percent (2.5%) of the total consideration that would otherwise be paid to all Sellers at the Closing (i) shall be reserved in escrow at and following the Closing pursuant to the Escrow Agreement, and (ii) following determination of any purchase price adjustments in accordance with Section 2.5 of the Business Combination Agreement and deductions from such escrow for any downward purchase price adjustments in accordance with the terms thereof, the remainder shall be released back to the Sellers in accordance with Sections 2.3 and 2.5 of the Business Combination Agreement.
Transaction Consideration. On the Closing Date, Buyer shall deliver, or cause to be delivered, to Seller (i) the Cash Consideration in accordance with Section 3.1 herein; and (ii) a certificate representing the Shares.
Transaction Consideration. The “Transaction Consideration” will constitute a number of shares of the AQU Common Stock, par value $0.0001, calculated as follows: (EBITDA x 65) minus (Long Term Debt minus Cash) / 10.3, where EBITDA” means the Company’s 2013 standalone and adjusted earnings before interest, taxes, depreciation and amortization, as calculated based upon the audited Company Financial Statements for the year ended 2013; and
Transaction Consideration. The Company shall not, and the FH Shareholders shall cause the Company not to, be party to any merger, consolidation, share exchange, sale of shares, reclassification or other reorganization or similar business combination or transaction unless (a) the consideration received per share by the Public Shareholders in such merger, consolidation, share exchange, sale of shares, reclassification or other reorganization or similar business combination or transaction is in such amounts and form as the consideration received by, (b) the other terms and conditions of such merger, consolidation, share exchange, sale of shares, reclassification or other reorganization or similar business combination or transaction applicable to the Public Shareholders are no less favorable than those applicable to, in each case, any FH Shareholder and any other member of any Group of which any FH Shareholder is a member; provided, that, if there is a choice as to the form of consideration, then each Public Shareholder shall have the same choice as the FH Shareholders and any other member of any Group of which any FH Shareholder is a member; provided, further, that, in the event that any securities are part of the consideration payable, any Public Shareholder that is not an “accredited investor” within the meaning of Rule 501 under the Securities Act, may, in the sole discretion of the Board of Directors, receive, in lieu of securities, cash consideration with the equivalent value of such securities that is approved by the Conflicts Committee and (c) neither the FH Shareholders nor any of their respective Affiliates receive any benefit, payment or other consideration in connection with any such merger, consolidation, share exchange, sale of shares, reclassification or other reorganization or similar business combination or transaction unless such benefit, payment or other consideration is on terms no more favorable than those that could have been obtained in a comparable transaction by such FH Shareholder or such Affiliate on an arms’-length basis in the absence of such merger, consolidation, share exchange, sale of shares, reclassification or other reorganization or similar business combination or transaction.
Transaction Consideration. 2.1(e) Representatives................................. 7.4(a) Retiree Welfare Benefit Plans................... 3.22(g) S-1............................................. 5.18
Transaction Consideration. As used herein the term "Transaction Consideration" shall mean the Closing Amount and the Contingent Amount (including that portion of the Closing Amount and the Contingent Amount held as a part of the Holdback Amount).
Transaction Consideration. The Initial Transaction Consideration;
Transaction Consideration. Certificates or other evidence of issuance and delivery of the Issued Shares and the New OP Units.
