Aggregate Merger Consideration Sample Clauses

Aggregate Merger Consideration. 40 Agreement......................................................................1

Aggregate Merger Consideration. Upon the terms and subject to the conditions of this Agreement, the Aggregate Merger Consideration payable by Parent and Buyer, jointly and severally, in connection with the Merger shall be payable to and will consist of: (i) The Aggregate Cash Consideration, which will be paid as follows: (A) Nine Million Eight Hundred Fifty Thousand U.S. dollars ($9,850,000) (minus the sum of (i) the Working Capital Shortfall (expressed as a positive number, if any) and (ii) the Company Transaction Expenses (expressed as a positive number), and plus the Working Capital Excess (if any and subject to Section 1.8(g) below), the “Closing Cash Consideration”) payable on the Closing Date, for the benefit of the Company Equityholders which, unless otherwise expressly provided herein, shall be deposited with the Paying Agent in accordance with the provisions of this Agreement; (B) One Million One Hundred Thousand U.S. dollars ($1,100,000) (the “Escrow Amount”), which, as of the Closing Date, shall be transferred by the Parent to the Escrow Agent, acting in its capacity as escrow agent pursuant to the Escrow Agent Agreement, to secure indemnification obligations under this Agreement; and (C) The cash portion of the Earnout Payment Amount, if any, payable for the benefit of the Company Stockholders in accordance with Sections 1.8(b) and (c) below, which (if applicable and unless otherwise expressly provided herein) shall be deposited with the Paying Agent, in accordance with the provisions of this Agreement and the Paying Agent Agreement; and (ii) The Aggregate Share Consideration, which will be paid as follows: (A) On the Closing Date, Parent shall deliver to the Parent’s transfer agent (with a copy to the Company) duly executed irrevocable instructions, instructing the transfer agent to deliver, on an expedited basis, certificates evidencing a number of Parent Ordinary Shares equal, in the aggregate, to the Closing Share Consideration, registered in the name of the Company Equityholders, as indicated in the Final Payment Spreadsheet, in accordance with the provisions of this Agreement and unless otherwise expressly provided herein (the “Instruction Letter”); (B) The Holdback Share Consideration, which shall be held back by Parent for eighteen (18) months following the Closing to secure indemnification obligations under this Agreement and shall be issued to the Company Equityholders, in accordance with, and subject to, Article VIII hereof. The allocation of the Holdback Shares, i...

Aggregate Merger Consideration. “Aggregate Merger Consideration” shall mean the aggregate number of shares of Parent Common Stock and Parent Series D Preferred Stock (on an as converted basis) issuable, pursuant to Sections 1.5, 1.6 and 1.7 to holders of Company Common Stock outstanding immediately prior to the Effective Time, holders of Company Preferred Stock outstanding immediately prior to the Effective Time, holders of Company Common Warrants (assuming full exercise of all Company Common Warrants) outstanding immediately prior to the Effective Time, holders of Company Preferred Warrants (assuming full exercise of all Company Preferred Warrants) outstanding immediately prior to the Effective Time, holders of Company Options (assuming full vesting and exercise of all Company Options) outstanding immediately prior to the Effective Time and Company Options unissued but available for issuance pursuant to the Company Option Plan immediately prior to the Effective Time, in each case, prior to any contributions to the Escrow Fund and adjustments pursuant to Section 1.13.

Aggregate Merger Consideration. The aggregate consideration to be received by Shareholder, as the sole shareholder of the Company's common stock, par value $0.01 per share ("Company Stock"), in connection with the Reverse Merger shall be the following (collectively, the "Merger Consideration"):

Aggregate Merger Consideration. In the event the Closing is effected, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any securityholder of the Company: (i) each share of Company Common Stock (other than Dissenting Shares (as defined herein)) outstanding as of immediately prior to the Effective Time shall be converted into the right to receive: (1) at the Closing, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the Per Share Initial Consideration; (2) provided that the Final Merger Consideration is greater than the Preliminary Merger Consideration, at the time of the determination of the Final Merger Consideration, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the Per Share Adjustment Consideration; (3) upon the satisfaction of the First Target Reserve Consideration Conditions, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to (i) the Per Share First Target Reserve Consideration, plus (ii) the Per Share First Target Additional Reserve Consideration, minus (iii) in the event the Final Merger Consideration is less than the Preliminary Merger Consideration, the Per Share Adjustment Consideration; (4) upon the satisfaction of the Second Target Reserve Consideration Conditions, an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to (i) the Per Share Second Target Reserve Consideration, plus (ii) Per Share Second Target Additional Reserve Consideration, plus (iii) the Per Share Contingent Consideration, minus (iv) in the event the Final Merger Consideration is less than the Preliminary Merger Consideration, the Per Share Adjustment Consideration (excluding the amount of any such Per Share Adjustment Consideration previously deducted pursuant to Section 1.8(a)(i)(3)); and (5) upon release pursuant to the terms of the Escrow Agreement (as defined herein), an amount, payable (without interest) in such form as provided in Section 1.8(c), equal to the Per Share Initial Escrow Amount and the Per Share Adjustment Escrow Amount, provided that such amounts shall be subject to reduction, if any, to satisfy the indemnification obligations set forth in the Escrow Agreement and Section 8 of this Agreement. (ii) Each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Survivi...

Aggregate Merger Consideration. Notwithstanding anything in this Agreement to the contrary, under no circumstances shall the Aggregate Merger Consideration exceed $102,500,000.

Aggregate Merger Consideration. Prior to adjustment pursuant to Section 2.3, and subject to Section 2.2(e) and Section 2.2(f), the aggregate merger consideration payable for the issued and outstanding Company Units and Options (the “Merger Consideration”) shall be (i) cash in an amount equal to $75,000,000 (the “Base Cash Consideration”), plus (ii) 1,850,000 EBS Master Units (the “Base EBS Master Units”). The Merger Consideration will be payable to the Company Members in the manner provided in Section 2.2(c) below.

Aggregate Merger Consideration. The Available Cash and Aggregate Merger Consideration shall have been finally determined in accordance with Section 2.1 of this Agreement.

Aggregate Merger Consideration. The aggregate consideration payable to the Stockholders (excluding the stockholder of CVC and including the ▇▇▇▇▇ Stockholders (as defined in Section 1.2(b)(ii)(B)(I)), in the event the ▇▇▇▇▇ Merger occurs) in connection with the Mergers and the Interest Sale (as defined in Section 1.3(a) herein) (collectively, the "AGGREGATE MERGER CONSIDERATION"; references herein to a Person's individual portion of the Aggregate Merger Consideration are referred to as such Person's "MERGER CONSIDERATION") shall be 16,350,491 shares of duly authorized, validly issued, fully paid and nonassessable shares of UbiquiTel Parent's common stock, par value $0.0005 per share (the "UBIQUITEL STOCK"), plus any additional shares of UbiquiTel Stock required to be allocated hereunder pursuant to Section 1.4, along with any dividends or distributions thereon after the Effective Date.