Company Consideration definition

Company Consideration means an aggregate of the Closing Consideration and the Contingent Consideration issuable to Company Shareholders pursuant to this Agreement.

Company Consideration means the aggregate Per Share Cash Consideration paid, together with the shares of ITI Common Stock as to which the Per Share Cash Consideration is not paid.

Company Consideration means (A) with respect to the Newco Shares, the number of Newco Shares equal to the portion of the Reference Value divided by the Reference Price that is attributable to the aggregate number of Company Shares issued and outstanding immediately prior to the Closing (not including, for the avoidance of doubt, the number of Company Common Shares issuable upon conversion of the Convertible Bridge Financing) including any Company Equity Awards exercised prior to or in connection with Closing, and (B) with respect to the Rollover Equity Awards, the number of Rollover Equity Awards equal to the portion of the Reference Value divided by the Reference Price that is attributable to the aggregate number of Company Equity Awards (whether vested or unvested), and in each case without duplication of the Company Shares taken into account for calculating the Company Consideration in respect of the Newco Shares and Rollover Equity Awards.

Examples of Company Consideration in a sentence

• Amounts paid for indemnification under Article XI will be deemed to be an adjustment to the Company Consideration or Merger Consideration, as applicable, except as otherwise required by applicable Legal Requirements.

• In connection with a Private Placement by the Company or by Camping World Holding or the sale of more than 51% of the equity interests in the Company or Camping World Holding, Full Company Consideration is intended to represent the amount that would have been paid if the Private Placement or equity sale resulted in the purchaser acquiring 100% of the shares of common stock of the subject entity.

• Therefore, in connection with a Private Placement by the Company or by Camping World Holding or the sale of equity interests in the Company or Camping World Holding, in either case involving the purchaser acquiring 100% of the shares of common stock of the Company or Camping World Holding, Full Company Consideration shall be equal to the net pre-tax consideration received in such Private Placement or sale.

• As an example, if 75% of the shares of common stock of the Company are sold for $60 million, Full Company Consideration shall be determined by dividing $60 million by .75, resulting in Full Company Consideration of $80 million.

• The Company Seller shall make its Representatives reasonably available, and the Company’s Representatives shall be reasonably available, to Buyer prior to the Closing and following delivery of the Projected Company Consideration and the Closing Phantom Unit Schedule to discuss the calculation of the Projected Company Consideration and Phantom Plan Payments.

• Buyer will issue and deliver, or will cause to be transferred, a) to the Marpai Sellers (or their assigns) the Marpai Consideration, rounded up to the nearest whole share, which shares shall be represented by one or more certificates issued to the Marpai Sellers (or their assigns); and b) to the Company Seller (or their assigns) the Projected Company Consideration, rounded up to the nearest whole share, which shares shall be represented by one or more certificates issued to Company Seller (or its assigns).

• The Company Seller shall consider in good faith any reasonable comments of Buyer and correct any undisputed errors in the Projected Company Consideration and Phantom Plan Payments prior to Closing; provided, however, the opportunity to comment and any comments submitted by Buyer shall not in any way limit or modify Buyer’s rights and obligations under Section 1.7.2 and Section 1.7.3.

• In issuing the Aggregate Company Consideration and allocating the Earn-Out Shares, if released from escrow in accordance with Section 3.04, and converting Company Options into Exchanged Options pursuant to this Article III, Holdco and SPAC shall be entitled to rely fully on the information set forth in the Payment Spreadsheet, absent manifest error.

• Therefore, in connection with a Private Placement by the Company or the sale of equity interests in the Company in either case involving the purchaser acquiring 100% of the shares of common stock of the Company, Full Company Consideration shall be equal to the net pre-tax consideration received in such Private Placement or sale.

• In connection with a Private Placement by the Company or the sale of more than 51% of the equity interests in the Company, Full Company Consideration is intended to represent the amount that would have been paid if the Private Placement or equity sale resulted in the purchaser acquiring 100% of the shares of common stock of the subject entity.

More Definitions of Company Consideration

Company Consideration has the meaning given in Section 5.

Company Consideration means the KKCG Stock Consideration and the KKCG Cash Consideration.

Company Consideration means (a) an aggregate of 2,125,000 Parent Class B Ordinary Shares, (b) Parent Warrants to purchase an aggregate of 2,125,000 Parent Class A Ordinary Shares, which Parent Warrants are (i) not redeemable by Parent and (ii) may be exercised for cash or on a cashless basis at the holder’s option, in either case as long as the Parent Warrants are held by the Company Shareholders or their Affiliates and Permitted Transferees, and (c) the Contingent Consideration issuable to Company Shareholders pursuant to this Agreement.