CER Consideration definition

CER Consideration means [(i)] in respect of MREC CERs, the MREC Per CER Consideration [, (ii) in respect of MREC TE CERs, the MREC TE Per CER Consideration]9 [and (iii) in respect of MREC IIS CERs, the MREC IIS Per CER Consideration]10.
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CER Consideration means (i) in respect of MREC CERs, the MREC Per CER Consideration, (ii) in respect of MREC TE CERs, the MREC TE Per CER Consideration and (iii) in respect of MREC IIS CERs, the MREC IIS Per CER Consideration.
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Examples of CER Consideration in a sentence

  • The CERs represent the contingent rights of Holders to receive the CER Consideration, in each case pursuant to, on the terms provided in, and in accordance with, this Agreement.

  • For the avoidance of doubt, if the Valuation Excess is less than or equal to $0, then neither Parent nor the Operating Partnership shall have any obligation to issue or deliver any CER Consideration and the CERs shall be extinguished and shall have no further force or effect.

  • Prior to making any Tax withholdings or causing any Tax withholdings to be made with respect to any Holder, the Rights Agent shall use commercially reasonable efforts to solicit from such Holder an IRS Form W-9 or other applicable Tax form in order to provide a reasonable opportunity for the Holder to provide such Tax forms to avoid or reduce such withholding amounts, and delivery of CER Consideration to such Holder may be reasonably delayed in order to gather such necessary Tax forms.

  • As set forth in Exhibit A hereto, and in accordance with Section 2.4(a) of the CER Agreement, Parent has calculated the Valuation Excess to be $[●], the Aggregate CER Consideration to be $[●], the Parent Share Value to be $[●], [and] the MREC CER Payment Ratio to be [●][, the MREC TE CER Payment Ratio to be [●]] [and the MREC IIS CER Payment Ratio to be [●]].

  • With respect to CERs issued in book-entry form, the Rights Agent shall promptly, and in any event within ten (10) Business Days of receipt of the CER Consideration, subsequently deliver the CER Consideration to the applicable Holders at their respective registered addresses in accordance with this Agreement.

  • Upon receipt of a CER Certificate, and any other documentation required by the Rights Agent, the Rights Agent shall promptly, and in any event within five (5) Business Days, cause the CER Consideration to be delivered to or upon the order of the Holder of such CER Certificate, registered in such name or names as may be designated by such Holder.

  • With respect to CERs issued in the form of CER Certificates, the Rights Agent shall, within ten (10) business days of receipt of the CER Consideration, deliver an instruction letter to the Holders of CER Certificates, which shall specify that delivery of the CER Consideration shall be effected to each such Holder upon proper delivery of the CER Certificates to the Rights Agent.

  • For the avoidance of doubt, if the Valuation Excess is less than or equal to $0, then neither Parent nor the Operating Partnership shall have ​ any obligation to issue or deliver any CER Consideration and the CERs shall be extinguished and shall have no further force or effect.

Related to CER Consideration

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

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

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

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

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

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

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

  • 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.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.

  • 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.

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

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

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

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

  • 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.

  • 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.

  • 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 Merger Consideration has the meaning set forth in Section 2.9(a).

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

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

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

  • 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.

  • 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.