Equivalent Consideration Sample Clauses

Equivalent Consideration. (a) If the Bank Facility shall be amended, modified or supplemented after the date hereof and during the Covenant Relief Period, whether directly or indirectly, and the effect of such amendment, modification or supplement shall be to
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Equivalent Consideration. (a) If, at any time after the Second Amendment Effective Date, any Material Credit Facility shall be amended, modified or supplemented, whether directly or indirectly, and the effect of such amendment, modification or supplement shall be to increase the interest rate applicable to any Debt incurred thereunder, then the interest rate applicable to the Notes shall be the interest rate otherwise in effect therefor plus a number of basis points equal to the interest rate increase (expressed in basis points) applicable from time to time to Debt outstanding under such Material Credit Facility as a result of such amendment, modification or supplement. Any such increased interest rate applicable to the Notes shall be effective as of the date of effectiveness of the increased interest rate applicable to such Material Credit Facility and shall remain in effect until the date such increased interest rate shall no longer apply to such Material Credit Facility.
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Equivalent Consideration. If any consideration described in a ROFO Notice is not cash and cannot be matched in kind, in whole or in part, by Vendor, the ROFO Notice shall include the bona fide estimate of Purchaser of the value, in cash, of such consideration. If Vendor does not agree that the estimate of the cash value of the non-cash consideration described in a ROFO Notice is reasonable, it shall provide written notice thereof to Purchaser within fourteen (14) days of receipt of the ROFO Notice. If such notice is not provided Vendor shall be deemed to have agreed that the cash value estimate was reasonable. If such notice is provided, the dispute shall be resolved pursuant to arbitration in accordance with article 11. The equivalent cash consideration determined by such dispute resolution shall thereupon be used to determine the sale price, in cash, for the ROFO Interest.
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Equivalent Consideration. (a) If any of the Note Agreements shall be amended, modified or supplemented after the First Amendment Date and during the Covenant Relief Period, whether directly or indirectly, and the effect of such amendment, modification or supplement shall be to increase the interest rate applicable to any notes issued under the Note Agreements during the Covenant Relief Period then the interest rate applicable to any Accommodation (or the stamping fee in the case of Bankers’ Acceptances and the Issuance Fee in the case of Letters of Credit) shall be the interest rate (or fee) otherwise in effect therefor plus a number of basis points equal to the interest rate increase (expressed in basis points) applicable from time to time to any outstanding note under the Note Agreements as a result of such amendment. In addition, the standby fees payable pursuant to Section 4.2(g) of the Credit Agreement will increase by 20% of the amount that the stamping fee applicable to Bankers’ Acceptances increases. Any such increased interest rate (or fee) applicable to the Accommodations or any such increased standby fee shall be effective as of the date of effectiveness of the increased interest rate applicable to such notes and shall remain in effect until the earlier of (A) the end of the Covenant Relief Period or (B) the date such increased interest rate shall no longer apply to such notes.
Sample 1
Equivalent Consideration. (a) If at any time any Note Document shall be amended, modified or supplemented, whether directly or indirectly, and the effect of such amendment, modification or supplement shall be to increase the interest rate applicable to any Notes issued thereunder, then the interest rate applicable to any Accommodation (or the acceptance fee in the case of Bankers' Acceptances and the issuance fee in the case of Letters of Credit) shall be the interest rate (or fee) otherwise in effect therefor plus a number of basis points equal to the interest rate increase (expressed in basis points) applicable from time to time to any outstanding note under the Note Purchase Agreements as a result of such amendment, modification or supplement. In addition, the standby fees payable under this Agreement will increase by 25% of the amount that the acceptance fee applicable to Bankers' Acceptances increases. Any such increased interest rate (or fee) applicable to the Accommodations or any such increased standby fee shall be effective as of the date of effectiveness of the increased interest rate applicable to such notes and shall remain in effect until the date such increased interest rate shall no longer apply to such notes.
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Related to Equivalent Consideration

  • Cash Consideration In case of the issuance or sale of additional Shares for cash, the consideration received by the Company therefor shall be deemed to be the amount of cash received by the Company for such Shares (or, if such Shares are offered by the Company for subscription, the subscription price, or, if such Shares are sold to underwriters or dealers for public offering without a subscription offering, the public offering price), without deducting therefrom any compensation or discount paid or allowed to underwriters or dealers or others performing similar services or for any expenses incurred in connection therewith.

  • Cash in Lieu of Fractional Common Shares The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of the Right Certificates with regard to which such fractional Common Shares would otherwise be issuable an amount in cash equal to the same fraction of the current market value of a whole Common Share (as determined in accordance with Section 14.1) for the Trading Day immediately prior to the date of such exercise or exchange.

  • Option Consideration (a) (i) Owner hereby grants to the Operating Partnership an option (the “Option”) to acquire Owner’s interest in the leasehold estate created by the Ground Lease and all hereditaments thereto and all of Owner’s assets (other than Excluded Assets) as of the Valuation Date (collectively, the “Assets”) for the Consideration determined in accordance with Section 2(b), subject to closing adjustments as provided herein.

  • Total Consideration The aggregate consideration (the "Consideration") payable by the Surviving Partnership in connection with the merger of the Merged Partnership with and into the Surviving Partnership shall be $8,275,000, subject to adjustments at Closing pursuant to Section 3.9 and costs paid pursuant to Section 3.10(c) and Section 3.11, plus the amount of any tax or other reserves held by the Existing Lender (hereinafter defined).

  • Contingent Consideration The Contingent Consideration shall become payable and/or issuable to each Selling Securityholder within 10 Business Days of the Contingent Consideration Date in accordance with this Section 1.5(c) (and subject to Section 1.5(a)), subject to and in accordance with Section 1.6, including any reduction for an amount of cash up to such Selling Securityholder’s Pro Rata Share of the Holdback Amount withheld pursuant to Section 1.6(b), with each Selling Securityholder receiving an amount of cash and/or stock equal to (a) the percentage set forth in the Spreadsheet opposite such Selling Securityholder’s name under the heading “Contingent Consideration Percentage” multiplied by (b) the Contingent Consideration. The “Contingent Consideration Date” shall mean the earlier of (i) the date that is 30 months following the Closing Date and (ii) the date upon which $50 million in gross proceeds (net of transaction fees and expenses, including any broker fees, the “Contingent Threshold Amount”) is received by Purchaser from investors pursuant to bona fide equity financings in exchange for the issuance of Purchaser Series B Stock. If the Contingent Threshold Amount (A) is met prior to the Contingent Consideration Date, then the Contingent Consideration shall be an amount payable in cash equal to $50 million, or (B) is not met prior to the Contingent Consideration Date, then the Contingent Consideration shall be (I) an amount payable in cash equal to the gross proceeds (net of transaction fees and expenses, including any broker fees) received by Purchaser from investors pursuant to bona fide equity financings during such 30-month period in exchange for the issuance of Purchaser Series B Stock (the “Actual Financing Proceeds”), plus (II) a number of shares of Purchaser Series B Stock equal to (x) two multiplied by (y) (i) (1) the Contingent Threshold Amount minus (2) the Actual Financing Proceeds, divided by (ii) the Purchaser Series B Stock Price (such amount of cash paid and/or shares issued, the “Contingent Consideration”). Notwithstanding anything to the contrary in the foregoing, to the extent any such Selling Securityholder is not able to provide evidence satisfactory to Purchaser that such Selling Securityholder is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act (or otherwise provide evidence satisfactory to Purchaser that another applicable exemption under the Securities Act is available to rely upon), then Purchaser reserves the right, in its sole discretion, to replace the share issuance to such Selling Securityholder pursuant to clause (II) of the prior sentence with a payment in cash equal to (x) the Purchaser Series B Stock Price multiplied by (y) the number of shares that otherwise would have been issuable to such Selling Securityholder pursuant to clause (II) of the prior sentence (rounded down to the nearest cent).

  • Share Consideration (a) At the Closing, the Limited Partners other than those Limited Partners who vote against the Merger and affirmatively elect to receive notes (the "Note Option") will be allocated American Spectrum Common Shares (the "Share Consideration") in accordance with the final Prospectus/Consent Solicitation Statement included in the Registration Statement.

  • Cash in Lieu of Fractional Shares If Physical Settlement or Combination Settlement applies to the conversion of any Note and the number of shares of Common Stock deliverable pursuant to Section 5.03(B)(i) upon such conversion is not a whole number, then such number will be rounded down to the nearest whole number and the Company will deliver, in addition to the other consideration due upon such conversion, cash in lieu of the related fractional share in an amount equal to the product of (1) such fraction and (2) (x) the Daily VWAP on the Conversion Date for such conversion (or, if such Conversion Date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (y) the Daily VWAP on the last VWAP Trading Day of the Observation Period for such conversion, in the case of Combination Settlement.

  • Adjustment of Consideration Notwithstanding any restriction or any other matter in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have been changed into a different number of shares by reason of any split, consolidation or stock dividend of the issued and outstanding Purchaser Shares or similar event, then the Consideration to be paid per Company Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share.

  • Merger Consideration Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any Person:

  • Independent Consideration Contemporaneously with the execution and delivery of this Agreement, Buyer has paid to Seller as further consideration for this Agreement, in cash, the sum of One Hundred Dollars ($100.00) (the “Independent Consideration”), in addition to the Deposit and the Purchase Price and independent of any other consideration provided hereunder, which Independent Consideration is fully earned by Seller and is non-refundable under any circumstances.

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