Buyout Consideration definition

Buyout Consideration shall have the meaning given in Section 7.8.
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Buyout Consideration means 0.8 times the gross amount of all Management Fees and Oversight Fees earned by Manager under this Management Agreement for the trailing consecutive 12-month period ending with the last full month prior to the delivery of the Buyout Notice; provided, however, that if (i) the Buyout Notice Date occurs during the one-year period prior to the Existing Expiration Date, and (ii) Remaining Amount is less than the Buyout Consideration payable (but for the effect of this proviso), then the Buyout Consideration means the Remaining Amount.
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Buyout Consideration means (1) if the consideration is to consist of cash, the amount of cash in United States Dollars that is equal to the Black Scholes Buyout Value or (2) the number of Qualifying Shares that is equal to the Black Scholes Buyout Value divided by the Qualifying Share Price.
Sample 1

Examples of Buyout Consideration in a sentence

  • The Buyer may exercise the Buyout Right during the applicable Buyout Period by delivering to Resistys a notice (the “Buyout Notice”) specifying a date (the “Buyout Date”) not less than thirty (30) days after the date of the Buyout Notice on which the closing of the Buyout Right will occur and whether the Buyout Consideration will be in the form of cash or Common Stock.

  • If Buyer elects to pay the Buyout Consideration in cash, Buyer shall pay the Buyout Consideration by wire transfer in immediately available funds to such account as Resistys shall have designated to Buyer in writing.

  • If Buyer elects to issue Common Stock in payment of the Buyout Consideration, Buyer shall issue or cause to be issued the number of shares of Common Stock comprising the Buyout Consideration in the name of Resistys, which stock shall be registered at the time of issuance under the Securities Act.

  • On the Buyout Date, Buyer shall deliver the Buyout Consideration to Resistys.

Related to Buyout Consideration

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

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

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • 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 $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • 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.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • 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.

  • Scheme Consideration means, in respect of:

  • Share Consideration has the meaning given to it in Section 2.2;

  • Initial Consideration shall have the meaning set forth in Section 5.01.

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Base Consideration is defined in Section 2.2.

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Borrower or any of its Subsidiaries.

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