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.

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

  • 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.

  • At least twenty (20) Business Days prior to the Buyout Closing, Manager shall deliver to XX XXXX a schedule setting forth its calculation of the Buyout Consideration (such schedule, the “Buyout Consideration Schedule”).

  • The undersigned further understands and acknowledges that a portion of the consideration paid to NewCo or a Seller Designated Entity consists of the Initial Share Consideration and the Share Option Buy-out Consideration, and that as a shareholder or beneficiary of NewCo, the undersigned may receive ordinary shares of the Company ("Ordinary Shares").

  • At the Buyout Closing, in consideration for the agreements, covenants and obligations of Manager in connection with the Buyout, XX XXXX shall pay Manager an amount equal to the Buyout Consideration in cash by wire transfer of immediately available funds to the bank account as shall be designated in writing by Manager at least two Business Days prior to the Buyout Closing Date.

  • 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.

  • As a condition to the Rolling Unitholder receiving the Call/Put Option Buyout Consideration, the Rolling Unitholder and each Indirect Owner will deliver to Buyer an executed release in the form of Schedule E of the Amended and Restated Operating Agreement at and effective as of the Call Purchase or Put Sale and upon receipt of the Call/Put Option Buyout Consideration.

  • On the date that is 60 days after the Exercise Notice was delivered (the “Put Purchase Date”), the Rolling Unitholder shall sell (the “Put Sale”) its Units to TSC, and TSC shall purchase such Units from the Rolling Unitholder, for a total purchase price equal to the Call/Put Buyout Consideration.

  • For the purposes of determining the number of Golden Matrix Shares issuable as part of any Buyout Consideration, to the extent that the Buyout Price is expressed in GBP, the price per share expressed in USD shall be converted into GBP by using the exchange rate published on Bloomberg at 5:00 pm EST on the Buyout Notice Date.

Related to Buyout Consideration

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

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

  • 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).

  • 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.

  • 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 $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.

  • 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.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Merger Consideration has the meaning set forth in Section 2.1(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;

  • 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.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Cash Merger Consideration has the meaning set forth in Section 2.9(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 has the meaning set forth in Section 1.2.