Allocated Consideration definition

Allocated Consideration means the pro rata portion of the Closing Consideration due to each Securityholder calculated based on the Exchange Ratio in Schedule A attached hereto.
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Allocated Consideration means, for each Portfolio Site, the amount set forth under the heading “Allocated Consideration” with respect to such Site on Schedule 2.
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Allocated Consideration means that portion of the total consideration (prior to any adjustments under Section 8 of this Agreement or otherwise provided for in the Transaction Documents) to be paid by the USRP Entities under the Transaction Documents at the Closings as allocated among the individual Properties and listed on Exhibit 1.1(a).
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Examples of Allocated Consideration in a sentence

  • If any Company Share has not been surrendered prior to the time that is immediately prior to the time at which the Allocated Consideration in respect of such Company Share would otherwise escheat to or become the property of any Governmental Entity, any such shares, cash, dividends or distributions in respect of such Company Share shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

  • None of the Surviving Company or Parent shall be liable to any Securityholder for any Allocated Consideration or other amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

  • If the Surviving Company or Parent, as the case may be, so withholds any portion of the Allocated Consideration or any other payments owed to any Person, such amounts shall be treated for all purposes of this Agreement as having been delivered or paid to such Person in respect of which the Surviving Company, or Parent, as the case may be, made such deduction and withholding.

  • All Allocated Consideration delivered upon the surrender of and in exchange for Company Shares in accordance with the terms hereof shall be deemed to have been delivered in full satisfaction of all rights pertaining to such Company Shares.

  • If, after the Effective Time, Company Shares are presented to the Surviving Company or Parent for any reason, they shall be canceled and exchanged for the Allocated Consideration deliverable in respect of the Company Shares previously represented by such Company Shares without any interest thereon.

  • In such event, each Securityholder shall vote in accordance with the Allocated Consideration paid to such Securityholder in accordance with this Agreement and the authorization of a majority of such Persons shall be binding on all of the Securityholders and shall constitute the direction of the Securityholders.

  • No interest shall be paid or accrued for the benefit of Securityholders on the Allocated Consideration payable in respect of such Company Shares.

  • To the extent Cash Consideration is paid in lieu of Parent Common Shares, all references to issuance of Parent Common Shares as Closing Consideration and all associated definitions, including the definitions of Closing Consideration and Allocated Consideration, shall be deemed amended to reflect the forgoing.

  • Until surrendered as contemplated by this Section 1.03(d), each Company Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Allocated Consideration deliverable in respect of such Company Shares.

  • Until surrendered as contemplated by this Section 1.03(b), each Company Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Allocated Consideration deliverable in respect of such Company Shares.


More Definitions of Allocated Consideration

Allocated Consideration shall have the meaning given to it in Section 2.5.
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Allocated Consideration means (i) with respect to each share of Common Stock (other than Treasury Shares), the Per Share Price; (ii) with respect to each share of Common Stock subject to a Company Vested Option, the excess of the Per Share Price over the cash exercise price per share of the Common Stock subject to such Company Vested Option; (iii) with respect to each share of Common Stock subject to a Company Warrant, the excess of the Per Share Price over the cash exercise price per share of the Common Stock subject to such Company Warrant; and (iv) with respect to each share of Common Stock subject to a Company Unvested Option, the excess of the Per Share Price over the cash exercise price per share of the Common Stock subject to such Company Unvested Option, which amount shall determine the aggregate spread contemplated by Treas. Reg. 1.424-1(a)(5)(ii) with respect to such Company Unvested Option in connection with the substitution of such Company Unvested Option into the Substitute Options as set forth on Schedule 2.9.
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Allocated Consideration means, for each Portfolio Site, the amount set forth under the heading “Allocated Consideration” with respect to such Site on S chedule 2.
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Allocated Consideration has the meaning set forth in Section 7.4(c).
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Related to Allocated Consideration

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Additional Consideration has the meaning set forth in Section 3.2.

  • 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.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Base Consideration has the meaning set forth in Section 1.2.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Allocated Value means, in respect of any particular asset of a Participating CCAA Party, the amount of the sale proceeds realized from such asset, net of costs allocated to such asset all pursuant to the Allocation Methodology and, in respect of any Secured Claim, the amount of such sale proceeds receivable on account of such Secured Claim after taking into account the priority of such Secured Claims relative to other creditors holding a Lien in such asset;

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • Allocated Share for any month means that percentage of CMISC Reimbursable Out-of-Pocket Expenses which would be allocated to a Fund for such month in accordance with the methodology described below under the heading “Methodology of Allocating CMISC Reimbursable Out-of-Pocket Expenses.”

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Independent Consideration shall have the meaning as set forth in Section 2.14.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.