Total Merger Consideration Sample Clauses
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Total Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration distributable by Acquirer to the Company Securityholders exceed the Total Merger Consideration plus the Top-Up Payment (if any), except to the extent that any amount in excess of the Total Merger Consideration is a result of any changes in the price of Acquirer Common Stock occurring after the calculation of the Acquirer Stock Price.
Total Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration payable by Parent hereunder exceed the Total Merger Consideration.
Total Merger Consideration. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the aggregate consideration paid by Acquiror to the Company Holders pursuant to this Agreement exceed the Total Merger Consideration.
Total Merger Consideration. The consideration payable in the Merger to the holders of shares of the Company’s Common Stock, no par value per share (the “Common Stock”) shall consist of (a) that number of shares of Class B Common Stock, $0.01 par value per share, of the Parent (the “Parent Common Stock”) as shall be obtained by dividing $4,250,000 by the Closing Market Price (as hereinafter defined) (the “Equity Consideration”), and (b) $8,229,750 (the “Cash Consideration”). Such Equity Consideration and Cash Consideration which shall be issuable or payable at the Closing, as the case may be, as provided herein shall in the aggregate be referred to as the “Merger Consideration”. For purposes of this Agreement, the term “Closing Market Price” shall mean $9.803, the average of the last quoted sale price for shares of Parent Common Stock on The Nasdaq National Market for the ten (10) trading days immediately prior to the date of execution hereof.
Total Merger Consideration. The consideration payable by virtue of the Merger to the holders of shares of the Company’s Common Stock, $0.00001 par value per share (the “Common Stock”) shall consist of $11,350,000 (the “Cash Consideration” or the “Merger Consideration”) less (i) any Company Acquisition Expenses and less (ii) the amount of any Company indebtedness, excluding the Working Capital Loan, greater than $1,134,000.
Total Merger Consideration. For all purposes of this Agreement, the term “Total Merger Consideration” shall mean, (i) Enterprise Value, plus (ii) the Company Closing Cash, minus (iii) the Company Closing Debt, minus (iv) any Company Merger Expenses which remain unpaid as of the Closing Date, plus (v) the amount (if any) by which (A) the Closing Net Working Capital exceeds (B) the Net Working Capital Target by an amount greater than $100,000, minus (vi) the amount (if any) by which (A) the Net Working Capital Target exceeds (B) the Closing Net Working Capital by an amount greater than $100,000.
Total Merger Consideration. The "Total Merger Consideration" shall consist of the number of shares of Chiles Common Stock (rounded to the nearest whole share) as ▇▇ ▇▇▇al to 24% of the sum of (A) the number of shares of Chiles Common Stock outstanding immediately prior to the Suc▇▇▇▇▇▇l IPO (as defined in the Agreement with Respect to Ownership) (but excluding any shares issued in respect of options or rights to purchase membership interests exercised prior to the Successful IPO) and (B) the number of shares of Chiles Common Stock comprising the Total Merger Consideratio▇. ▇▇▇ purposes of example, if holders of Chiles Common Stock owned 8,485,810 shares immediately prior to the sale of shares in the Successful IPO (excluding any shares issued upon the pre-Successful IPO exercise of options or rights), the Total Merger Consideration would be equal to 2,679,723 shares of Chiles Common Stock. Annex A attached hereto sets forth the ▇▇▇▇▇▇ of the Total Merger Consideration and the basis for the calculation thereof.
Total Merger Consideration. The aggregate consideration shall be an amount equal to One Hundred Thirty-Nine Million One Hundred Thousand and No/100 Dollars ($139,100,000) consisting solely of cash (the “Total Merger Consideration”).
Total Merger Consideration. Notwithstanding anything to the contrary set forth herein, the aggregate payments to all Company Securityholders in respect of their Company Securities and to all Carve Out Participants in respect of their interest in the Carve Out Plans shall not exceed the Merger Consideration.
Total Merger Consideration. Notwithstanding the preceding subparts of this Article, except to the extent payments made to holders of Dissenting Shares exceed the Per Share Merger Consideration, in no event shall the total cash consideration paid by Acquisition hereunder (the "Aggregate Merger Consideration") exceed $198,762,050 plus the cash payment for the Options as described in subpart (i)(ii) above. To the extent that any of the Options are exercised prior to the Closing, the $198,762,050 amount shall be increased by an amount equal to the product of (A) the number of shares of Holding Company Common Stock issued pursuant to the exercise of such Options and (B) $10.00.