Aggregate Consideration Spreadsheet definition

Aggregate Consideration Spreadsheet means a spreadsheet, to be prepared by the Company and the Stockholder Representative, calculating and allocating to each Company Stockholder and/or holder of Company Stock Options the Aggregate Consideration in reasonable detail and in a form reasonably satisfactory to Parent and Merger Sub, a preliminary draft of which will be delivered to Parent and Merger Sub by the Company and the Stockholder Representative not later than three (3) Business Days after the date hereof, which preliminary draft shall be updated as provided in Section 3.3.
Sample 1
Aggregate Consideration Spreadsheet means a spreadsheet, to be prepared by the Company and the Noteholder Representative, setting forth all of the following information in reasonable detail and in form and substance reasonably satisfactory to Parent and Merger Sub, in accordance with Section 3.5: (a) with respect to each Noteholder, the name, address and taxpayer identification number as reflected in the records of the Company; (b) a detailed calculation of the Convertible Debt and the payees thereof; (c) each Noteholder’s respective portion of the Cash Consideration plus the Additional Cash Consideration (if any); (d) each Noteholder’s respective portion of the Parent Stock Consideration (if any); (e) the number of shares of Company Stock held by each Company Stockholder immediately prior to the Closing; (f) the number of options held by each Optionholder immediately prior to Closing; (g) the number of Warrants held by each Warrantholder immediately prior to Closing; (h) the Transaction Expenses (including an itemized list of each such Transaction Expense indicating the Person to whom such expense is owed); (i) the amount of all outstanding Indebtedness of the Company (excluding the Convertible Debt), including interest, fees, commitment fees, and premiums, if any, and the relevant lenders; (j) the Management Incentive Plan Payments; and (k) any Employer Taxes to be paid by the Company in connection with the consummation of the transaction contemplated hereby.
Sample 1
Aggregate Consideration Spreadsheet means a spreadsheet, to be prepared by the Company and the Stockholder Representative, calculating and allocating to each holder of any Company Stock, Company Stock Option or Company Warrant, the Cash Consideration or Warrant Consideration, as applicable, and setting forth the Transaction Expenses and the Note Obligation and the payees thereof, all in reasonable detail and in a form reasonably satisfactory to Parent and Merger Sub, a preliminary draft of which will be delivered to Parent and Merger Sub by the Company and the Stockholder Representative on the date hereof, which preliminary draft shall be updated as provided in Section 3.3.
Sample 1

Examples of Aggregate Consideration Spreadsheet in a sentence

  • At the Closing, the Company and the Stockholder Representative shall deliver to Parent the Aggregate Consideration Spreadsheet setting forth the final calculation of such amounts.

  • At the Closing, the Company and the Stockholder Representative shall deliver to Parent the final Aggregate Consideration Spreadsheet setting forth the final calculation of the amounts for distribution in accordance with Section 3.2.

  • Three (3) Business Days prior to the Closing Date, the Company and the Stockholder Representative shall deliver to Parent an updated draft of the Aggregate Consideration Spreadsheet setting forth the estimated amount and allocation of Aggregate Consideration that would be paid or issued to each Company Stockholder and holders of Company Stock Options pursuant to this Article III.

  • The Stockholders hereby acknowledge and agree that, collectively and immediately prior to the Closing, they own, beneficially and of record, all of the outstanding Company Equity Interests and all of such Company Equity Interests are set forth opposite the Stockholders’ names in the respective amounts set forth on the Aggregate Consideration Spreadsheet.

  • The Aggregate Consideration Spreadsheet hereto contains accurate wire-transfer instructions for such Stockholder and all other information on the Aggregate Consideration Spreadsheet relating to such Stockholder is accurate and complete.

  • At or promptly following the Closing, Parent shall pay, or cause to be paid, all unpaid Transaction Expenses, the Initial Bonus Amount and the Initial Option Cash-Out Consideration (in accordance with the Aggregate Consideration Spreadsheet) by wire transfer of immediately available funds to the account(s) designated by the recipients thereof upon receipt of an executed release or pay-off letter, as applicable, by each such recipient.

  • At the Closing, Parent shall pay, or cause to be paid by the Company, the Sale Bonus Amount, the Transaction Expense Amount, the Bridge Loan Principal and the Bridge Loan Fees (in each case in accordance with the Aggregate Consideration Spreadsheet) by wire transfer of immediately available funds to the account(s) designated by the recipients thereof upon receipt of an executed release or pay-off letter, as applicable, by each such recipient.

  • At the Closing, the Company and the Noteholder Representative shall deliver to Parent the final Aggregate Consideration Spreadsheet setting forth the final calculation of the amounts for distribution in accordance with Section 3.3.

  • Ten (10) Business Days prior to the Closing Date, the Company and the Stockholder Representative shall deliver to Parent an initial draft of the Aggregate Consideration Spreadsheet.

  • No later than five (5) Business Days prior to the Closing, Parent may raise any reasonable objections Parent has with the Aggregate Consideration Spreadsheet.


More Definitions of Aggregate Consideration Spreadsheet

Aggregate Consideration Spreadsheet means a spreadsheet, to be prepared by the Company Group and the Stockholders, setting forth all of the following information in reasonable detail and in form and substance reasonably satisfactory to Parent: (a) with respect to each Stockholder, the name, address and social security number as reflected in the records of the applicable member of the Company Group; (b) the number of shares of Value Stock and AL Stock held by each Stockholder immediately prior to the Closing; and (c) the portion of the Closing Payment, the Subsequent Payment, the Earn-Out Payments and the Escrow, allocable to each Stockholder.
Sample 1
Aggregate Consideration Spreadsheet means a spreadsheet, to be prepared by the Company and the Stockholder Representative, setting forth all of the following information in reasonable detail and in form and substance reasonably satisfactory to Parent and Merger Sub: (a) with respect to each Company Stockholder, the name, address and taxpayer identification number as reflected in the records of the Company; (b) the number of shares of Company Stock held by each Company Stockholder immediately prior to the Closing; (c) the portion of the Net Cash Consideration, the Net Stock Consideration, the Stockholder Representative Reserve and the Escrow Payment allocable to each Company Stockholder; (f) a detailed calculation of the Note Obligation and the payees thereof; and (g) the Transaction Expenses (including an itemized list of each such Transaction Expense indicating the Person to whom such expense is owed).
Sample 1
Aggregate Consideration Spreadsheet means a spreadsheet, to be prepared by the Company, Columbia Blocker, TKH Blocker and the Stockholder Representative, calculating and allocating the Aggregate Consideration in such detail and in a form sufficient to enable Parent and Holdco to determine the distribution of the Aggregate Consideration in accordance with the terms of this Agreement.
Sample 1

Related to Aggregate Consideration Spreadsheet

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Consideration Spreadsheet has the meaning set forth in Section 2.16(a).

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

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

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

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

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

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

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

  • 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.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

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

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Alternate Consideration shall have the meaning set forth in Section 5(e).

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • 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.

  • 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.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).