Gross Aggregate Consideration definition
Gross Aggregate Consideration as used in this Agreement and the appended Schedule A means:
(a) in the event of a purchase of the Company's assets, the price paid for the assets acquired and the interest bearing indebtedness assumed by an Entity; (b) in the event of a purchase of the Company's stock or a merger with an Entity, the price paid to the selling stockholders plus the interest bearing indebtedness assumed by the Company or Entity; (c) in the event of an investment in an Entity, the total investment in the Entity by the Company; or (d) in the event of an investment by an Entity in the Company of any and all currency, full fair market value of securities, and any other assets received from any combination of the above accepted by the Company, In determining the Gross Aggregate Consideration paid in shares of stock or other property, such stock or property shall be valued at its fair market value as determined in good faith by the Company. If any of the Gross Aggregate Consideration is payable in currency other than U.S. dollars, for the purpose of calculating the Fees payable, the Gross Aggregate Consideration will be converted into U.S. dollars at the exchange rate prevailing on the date the Transaction is consummated and/or the agreement between the Company and the Entity is executed, regardless of whether any of the Gross Aggregate Consideration payable by the Company is earnout payments or otherwise contingent in nature or payable in installments or otherwise deferred.
Gross Aggregate Consideration means everything paid or payable by Nationwide to the other party in an Acquisition, including but not limited to cash, assets, securities, promissory notes, earnouts, interest bearing long-term liabilities that are expressly assumed by Nationwide as a primary obligation of Nationwide, covenants not to compete, consulting agreements, bonuses and any other economic benefits, rights or property, including payments contingent on future events or considerations. The Fee shall be payable at the time the Acquisition is consummated. If the Acquisition is not consummated, the Introducers shall not be entitled to any consideration for their services relating to the Acquisition.
Gross Aggregate Consideration means the sum of (i) the Merger Consideration plus (ii) $34,000,000 plus (iii) the Aggregate Option Exercise Amount.
Examples of Gross Aggregate Consideration in a sentence
With respect to any deferred or contingent Gross Aggregate Consideration, the Fee associated with such amounts will be payable, without interest, at the time such Gross Aggregate Consideration is paid.
More Definitions of Gross Aggregate Consideration
Gross Aggregate Consideration as used in this Agreement and the appended Schedule A means:
Gross Aggregate Consideration means any and all amounts of money or other consideration paid or conveyed to Seller and/or Owners, or for Seller's and/or Owners’ benefit, or paid or conveyed by a Buyer in connection with the sale of the assets or ownership interest of Seller or a substantial part of the Business plus all liabilities and/or obligations assumed by Buyer. This shall include, without limitation, cash, stock, bonds, indentures, debentures, promissory notes, negotiable instruments, real or personal property, letters or total lines of credit amount, loans, guaranteed capital raise, joint venture, future payments, employment and consulting agreements, non-competition agreements, partnership agreements, rental agreements, lease agreements, options, payments pursuant to option agreements, capital investments, the assumption or discharge of liabilities, an ESOP or any combination of the above or other items of consideration or value. In addition, Gross Aggregate Consideration shall specifically include any and all payments made or to be made by Buyer that are contingent upon future events, such as earn outs, license, sub-licensing agreements, royalty agreements, payments based on future sales or profits and all other items of a contingent nature.
Gross Aggregate Consideration means, without duplication, everything of value received by, paid or payable to the Company and/or their shareholders in connection with a Transaction(s) (regardless of type of Transaction or source of payment), including cash; assets; securities; promissory notes; the proceeds of any loans, debt or security offerings that are an integral part of the Transaction(s); deferred payments; investments in the company; and any other economic benefits, rights, property, or interest. Please note that “Gross Aggregate Consideration” will not include consideration described above for which a corresponding liability exists. For example, to the extent “Gross Aggregate Consideration” is increased to “gross up” the tax benefit of doing an asset purchase as opposed to a stock purchase, this increase will not be counted in the calculation of Gross Aggregate Consideration. Gross Aggregate Consideration will not include the working capital left in the business or any adjustments to working capital.
Gross Aggregate Consideration means the total amount paid at closing in respect of any Transaction by the Potential Acquiror, management roll-overs and co-investors as well as debt used in connection with the Transaction including, but not limited to, and without duplication,
Gross Aggregate Consideration means the sum of (i) the Merger Consideration plus (ii) $34,000,000 plus (iii) the Aggregate Option Exercise Amount. (12) "Net Aggregate Consideration" shall mean the sum of (i) the Gross Aggregate Consideration minus(ii) the Aggregate Option Exercise Amount. (13) "Per Common Share Total Consideration" shall mean an amount equal to (x) the Gross Aggregate Consideration divided by (y) the aggregate number of shares of Company Common Stock issued and outstanding on a fully diluted basis (including Company Common Stock issuable upon conversion of the Company Series A Preferred Stock and upon exercise of issued and outstanding Company Options,