Call Option Consideration definition

Call Option Consideration means the aggregate amount of cash or the Common Unit Purchase Price or Common Unit Redemption Price (in each case, as defined in the LLC Agreement), as applicable with respect to the relevant transaction, of the Class A Common stock paid to purchase the Call Option from the Call Option Holder and paid to the Call Option Issuer to exercise the Call Option.
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Call Option Consideration has the meaning set forth in Section 2.2.
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Call Option Consideration means, with respect to each Party, the number of Call Option Shares being sold by it multiplied by the Call Option Price;
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Examples of Call Option Consideration in a sentence

  • An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares, the Call Option Consideration Shares, the 1st Tranche Conversion Shares, the 2nd Tranche Conversion Shares, the 3rd Tranche Conversion Shares and the 4th Tranche Conversion Shares.

  • Subject to the terms hereof, upon valid and timely exercise of the Put Option or the Call Option as provided below, the Seller hereby agrees to sell and transfer the Option Shares in the Company to the Buyer and the Buyer agrees to purchase the Option Shares for the Put Option Consideration or Call Option Consideration, as applicable (the applicable consideration being referred to herein as the “Option Consideration”).

  • The Call Option Consideration is a distinct consideration for the grant of the Call Option and, therefore, shall not be creditable toward the Exercise Price.

  • The Call Option Consideration shall be payable on the Effective Date.

  • ITI's calculation of the Adjusted Call Option Consideration shall be (i) subject to the same dispute resolution procedures set out in Section 2.4 above if SBS objects to any element of the report and (ii) based on the applicable exchange rates used for the calculation of the TVN Valuation Report; provided, that, TVN's EBITDA for 2003 shall be calculated using month-end exchange rates in the manner proscribed under IAS.

  • Pursuant to the Supplemental and Amendment Agreement, Shanghai Younger and Ningbo Hongyi shall each transfer its 14.5% equity interest in the Project Company to Sunshine 100 Group or another subsidiary within the Group designated by Sunshine 100 Group within three Business Days upon receipt of the Call Option Consideration from Sunshine 100 Group and the corresponding amount of Shareholders’ Loan from the Project Company, which is payable before 29 February 2020.

  • Notwithstanding anything to the contrary set forth herein, all obligations of the Funds hereunder, including but not limited to the obligation to pay any Put Option Consideration or Call Option Consideration, as the case may be, shall be several (and not joint and several) obligations of WP X Finance, L.P. and Warburg Pincus X Partners, L.P. in the following proportions: 96.9% from WP X Finance, L.P. and 3.1% from Warburg Pincus X Partners, L.P.

  • The Company Shareholders shall grant -------------------- to Parent the option to acquire all of their shares in Newco in return for the Call Option Consideration specified in Article VIII ( the "Call Options").

  • The Call Option Consideration was arrived at following negotiations on a willing buyer, willing seller basis, taking into consideration, inter alia, various factors, including the projected 2022 performance of FMH.

  • Each of the Company Shareholders hereby ------------------ irrevocably offers to Parent (each a "Call Option Offer" and together the "Call Option Offers") to sell and transfer to Parent for an aggregate consideration in the amount of the Call Option Consideration (as defined below) all Exchangables Shares which such Company Shareholder holds on the date on which the Call Option Offer made by such Company Shareholder is accepted.


More Definitions of Call Option Consideration

Call Option Consideration means the total amount payable for all of the Call Option Shares and determined in accordance with the formula contained in Schedule 2; "CALL OPTION EXERCISE DATE" the date on which the Call Option is exercised in accordance with Clause 3;
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Call Option Consideration means the product of (i) 31.37 multiplied by (ii) the number of Call Option Shares.
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Call Option Consideration has the meaning set forth in Section 8.5.
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Related to Call Option Consideration

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings 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 Holdings or any of its Subsidiaries.

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

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

  • Aggregate Stock Consideration is defined in Section 2.05C.

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

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

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

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

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(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 $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

  • Earnout Consideration has the meaning set forth in Section 2.8.

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

  • 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.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Option Purchase Price has the meaning set forth in Section 9.36(b) hereof.

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

  • 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.

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

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

  • Merger Consideration has the meaning set forth in Section 2.1(a).