Aggregate Consideration. 9 Agreement......................................................................7
Aggregate Consideration. Notwithstanding anything in this Agreement to the contrary, in no event shall the aggregate amounts to be paid to the Holders pursuant to this Agreement with respect to shares of Company Capital Stock and Company Options exceed (a) in respect of the amounts payable at the Closing, the Estimated Merger Consideration and (b) in respect of the amounts payable thereafter, the Further Distributions, if any, payable to the Holders.
Aggregate Consideration. Subject to the terms and conditions contained in this Agreement and the Termination and Mutual Release Agreement, at the Closing, Buyer shall pay to Seller an amount equal to Five Hundred Ninety-Eight Million Dollars ($598,000,000.00) (the “Closing Payment Amount”), which amount shall be subject to adjustment as provided in Section 3.3 below, by wire transfer of immediately available funds to the account designated in writing by Seller (the Closing Payment Amount, together with the aggregate amount of the Assumed Liabilities, sometimes being referred to herein as the “Aggregate Consideration”); provided, that, in the event that any Indebtedness remains outstanding under the Seller Senior Credit Facility as of the Closing Date, a portion of the Closing Payment Amount equal to the Pay-off Amount will be paid by Buyer for the account of Seller to the agent under the Seller Senior Credit Facility by wire transfer of immediately available funds to the account designated in the Pay-off Letter and such payment shall be deemed to constitute payment to Seller of a portion of the Closing Payment Amount equal to the Pay-off Amount.
Aggregate Consideration. (a) Notwithstanding anything herein to the contrary in no event will the aggregate consideration payable pursuant to this Article II to holders of Shares, Company RSUs and Company Stock Options be more than (or less than) (i) cash equal to the Equity Award Carveout Amount plus any cash payments from the exercise of Company Stock Options received by the Company between the date hereof and Closing and less any Dividend Equivalents paid in respect of Company RSUs between the date hereof and Closing Date (but not including any Dividend Equivalents paid on Company RSUs that vest as of the Effective Time), (ii) the Note Consideration and (iii) the Share Consideration.
Aggregate Consideration. (i) The “
Aggregate Consideration. For the avoidance of doubt, all payments made to Executive hereunder shall constitute the aggregate consideration payable to Executive by the Company or its Affiliates with respect to the subject matter hereof. “Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act of 1934, as amended.
Aggregate Consideration. The aggregate consideration paid to the Pillsbury Stockholder pursuant to this Agreement in connection with the Merger and to the Selling Affiliates for the Subsidiary Purchases shall consist of (a) the Purchase Price Shares and (b) the Additional Shares, if any, issued pursuant to Section 2.14 or 9.4(d)(ii) (collectively, the "Purchase Price"), subject to any adjustment to the Purchase Price pursuant to Section 2.13, 2.14 or 9.4(d)(i).
Aggregate Consideration. The sum of the Alamo Consideration, the Alamo Canada Consideration, the Alamo Belgium Consideration, the Territory Blue Consideration, the Tower Consideration, the Green Corn Consideration, the Guy Xxxxxx Xxxsideration, the Alasys Consideration, the Tripperoo Consideration, the Rising Moon Consideration, the Alamo (Puerto Rico) Consideration, the Alamo Sales Consideration, the Fleet Consideration, the Alamo Leasing Consideration, the Alamo Automobile Consideration, the Alamo Shuttle Consideration, the Tower Restaurants Consideration, the Tower Food Consideration, the Corporate Planners Consideration, the Risk Management Consideration and the Partnership Consideration (the "Aggregate Consideration") shall be 22,123,893 shares of Republic Common Stock.
Aggregate Consideration. The aggregate amount (including any amounts withheld pursuant to Section 1.13) of consideration to be paid or issued by Parent in respect of all Company Units shall be an amount (the “Aggregate Consideration”) equal to the sum of the amounts set forth in the following subsections (a) through (e):
Aggregate Consideration. (a) The aggregate consideration to be delivered by the General Partner for the Contributable LLC Interests shall be the General Partner Limited Partnership Interest. The aggregate consideration to be delivered by Buyer for the Other LLC Interests shall be the Transaction Units. The General Partner Limited Partnership Interest and the Transaction Units are collectively referred to herein as the “Aggregate Consideration.” The Aggregate Consideration shall be deliverable in the manner described in Section 2.2(b).
