Net Aggregate Consideration definition

Net Aggregate Consideration means the Aggregate Merger Consideration less (a) Closing Indebtedness, less (b) all Transaction Expenses, and less (c) the amount, if any, by which the Minimum Cash Amount exceeds the Closing Cash. Notwithstanding anything to the contrary in this Agreement, any deductions to be made to the Aggregate Merger Consideration pursuant to clauses (a), (b), and (c) of this definition of Net Aggregate Consideration shall at all times be made without duplication and in no event shall there be any double counting of any such item. “Open Source License” means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including any license approved by the Open Source Initiative or any Creative Commons License. For the avoidance of doubt, Open Source Licenses include all Copyleft Licenses. “Open Source Materials” means any Software or Technology subject to an Open Source License. “Order” means any order, injunction, judgment, decree, ruling, writ, assessment or other similar requirement or agreement enacted, adopted, promulgated or applied by any Governmental Authority. “Ordinary Course of Business” means the ordinary course of operations of the business of the Company through the Agreement Date consistent with past practice. “Owned Company Intellectual Property” means any and all Intellectual Property Rights owned or purported to be owned by the Company. “Owned Company Technology” means any Company Technology owned or purported to be owned by the Company. “Patents” means any domestic, international, regional or foreign patents, utility models, and applications, invention disclosures and drafts of patent applications (and any patents or utility models that issue as a result of such applications) and any reissues, divisions, divisionals, continuations, continuation-in-parts, provisional applications, renewals, extensions, substitutions, reexaminations, or invention registrations related to such patents, utility models and applications.
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Net Aggregate Consideration shall have the meaning specified in Section 3.4(d)(i).
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Net Aggregate Consideration means the Total Consideration plus (a) the positive or negative Working Capital Adjustment, if any, minus (b) the aggregate unpaid Total Debt Amount as of the Closing Date, minus (c) the aggregate unpaid Transaction Fees as of the Closing Date, minus (d) the aggregate unpaid Change of Control Payments as of the Closing Date, minus (e) the aggregate amount of Damages paid over to the Indemnified Persons pursuant to Section 8 minus (f) the Target Tail Policy Premium.
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Examples of Net Aggregate Consideration in a sentence

  • The Closing Balance Sheet shall be used to make any preliminary adjustment to the Net Aggregate Consideration on the Closing Date pursuant to Section 2.13(b), subject to further adjustment in accordance with Section 2.13(e).

  • The Signing Estimated Allocation Schedule is an estimate only, and the placeholders used for Net Aggregate Consideration (including the calculations used for Closing Cash, Transaction Expenses, and Closing Indebtedness) and amounts to be paid or issued, as the case may be, to the Stockholders, the Optionholders, and the Safeholders, will be subject to adjustments as shall appear in the Allocation Schedule.

  • For the avoidance of doubt, notwithstanding the partial payment of the Net Aggregate Consideration in Consideration Shares, the Net Aggregate Consideration for the purpose of this Article X shall be deemed equal to $69,200,259, as may be adjusted pursuant to the final Allocation Schedule, pursuant to the terms of the Agreement and each Consideration Share shall be valued for purposes of indemnification and this Article X as the value of such share at the Closing, i.e., $ 430.41 (the “Agreed Value”).

  • There will be no preliminary adjustment to the Net Aggregate Consideration on the Closing Date for any Cash Adjustment.

  • Notwithstanding anything to the contrary contained herein, the sum of the aggregate consideration to be paid in respect of all the shares of Target Capital Stock and all Target Options shall not under any circumstances exceed an amount equal to the Net Aggregate Consideration.


More Definitions of Net Aggregate Consideration

Net Aggregate Consideration means the sum of (i) the Gross Aggregate Consideration minus(ii) the Aggregate Option Exercise Amount.
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Net Aggregate Consideration shall have the meaning set forth in Section 6.2.1.
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Net Aggregate Consideration means 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,
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Related to Net Aggregate Consideration

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

  • 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 2.2.

  • Aggregate Stock Consideration has the meaning set forth in Section 2.1(c).