Actual Consideration definition

Actual Consideration means (i) cash consideration paid to the Group pursuant to the Acquisition Agreement and (2) an amount equal to the number of shares of Parent Common Stock (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, or any similar transaction whereby the Parent Common Stock is increased or decreased or exchanged for a different number or kind of securities) issued pursuant to the Acquisition Agreement multiplied by the fair market value of Parent Common Stock immediately prior to the time that a Termination Notice is provided pursuant to Section 10.7. The Purchase Price shall be appropriately adjusted to offset and account for any monetary obligations of the Group or Administrator owing to the other as provided herein.

Actual Consideration means a cash amount equal to the Tender Offer Price multiplied by the number of Tendered Shares;

Actual Consideration means an amount equal to $6,000,000 plus the portion of the Earn-Out Payment Amount that has actually been paid or that is reasonably expected to be paid in the future. For example only, if $1,000,000 of the 2014 Payment was actually paid to the Sellers, and on December 1, 2015 it was reasonably expected that only $1,000,000 of the 2015 Payment would be paid in 2016, then the Actual Consideration as of December 1, 2015 would be $8,000,000 and, if as of March 31, 2016, the actual 2015 Payment payable to the Sellers is $2,000,000, then the Actual Consideration as of March 31, 2016 would be $9,000,000.

Examples of Actual Consideration in a sentence

• The Purchase Price shall be the lesser of (i) Fair Market Value of the Purchase Assets subject to the assumption of the Practice Related Liabilities or (ii) the value of the Actual Consideration (defined below)(alternatively, the "Purchase Price"); provided, however, the Purchase Price shall not be less than the net book value of the Purchase Assets at the Termination Date.

• There shall be no interest paid to Reinsurers on Reinsurers' Expenses Charge paid or refund of interest on Reinsurers' Expense Charge which is refunded under this Treaty, upon return Actual Consideration adjustments, if any.

• Within one (1) Business Day of the receipt of instructions from the Manager, the Company shall remit a sum equal to the Actual Consideration less 90% of the Escrow Amount held in the Escrow Account (the "Special Escrow Amount") to the Special Escrow Account and shall inform the Escrow Agent and the Manager in form Schedule 8.

• Stamp duty and other applicable charges (the "Actual Consideration").

• See “Risk Factors – Risks Related to the Amended Transaction – The Actual Consideration Received by Primaris Unitholders Will Depend on Proration”.

More Definitions of Actual Consideration

Actual Consideration means (i) cash consideration paid to

Actual Consideration has the meaning given to it in Schedule 5 (Limitations on Liability);

Actual Consideration means the amount of consideration actually received by the Seller, pursuant to the terms of clause 5 and Schedule 9 (Contingent Consideration), if applicable;

Actual Consideration means (i) cash consideration paid to the Group pursuant to the Acquisition Agreement and (2) an amount equal to the number of shares of Parent Common Stock (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, or any similar transaction whereby the Parent Common Stock is increased or decreased or exchanged for a different number or kind of securities) issued pursuant to the Acquisition Agreement multiplied by the fair market value of Parent Common Stock immediately prior to the time that a Termination Notice is provided pursuant to Section 10.7. The Purchase

Actual Consideration means the aggregate consideration -------------------- received by the Company in respect of an Actual Issuance of Common Stock;

Actual Consideration means the aggregate consideration that the --------------------- Company receives with respect to an Actual Issuance of Common Stock.

Actual Consideration means the aggregate consideration that the Company receives with respect to an Actual Issuance of Common Stock.