Class A Cash Consideration definition

Class A Cash Consideration means $1,300 in cash without interest, subject to adjustment as set forth in Section 2.6.
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Class A Cash Consideration means an amount equal to $203,600,000 less the Class A Assumed Debt Amount.
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Class A Cash Consideration means $23.00.
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Examples of Class A Cash Consideration in a sentence

  • Subject to Sections 3.01(e) and 3.01(f), each Class A Share outstanding immediately prior to the Effective Time with respect to which a Form of Election has been properly made and not revoked pursuant to Section 3.01(d) (such Class A Shares with respect to which a Form of Election is duly made being referred to as "Electing Class A Shares") will, at the Effective Time, be converted into $18.50 in cash (the "Class A Cash Consideration").

  • All calculations of the Class A Net Closing Cash Adjustment, the Class B Net Closing Cash Adjustment, the Class C Net Closing Cash Adjustment, the Class D Net Closing Cash Adjustment, the Class A Cash Consideration, the Class B Cash Consideration, the Class C Cash Consideration and the Class D Cash Consideration (or any components thereof) shall be made after eliminating any intercompany items between or among any of the Company Group Members.

  • AVT shall reduce the cash portion of the applicable Annual Guaranteed Payment so that such payment shall not, when taken together with the Class A Cash Consideration, the Class B Cash Consideration and the cash paid or payable as of such Guaranteed Payment Date under this Section 3.3, constitute more the sixty percent (60%) of the Merger Consideration.

  • A list of holders of Class A Common Stock whose shares shall be converted into the right to receive the Class A Cash Consideration is provided in Schedule 2.09(b)(ii)(B).

  • AVT shall reduce the cash portion of the applicable Annual Guaranteed Payment so that such payment shall not, when taken together with the Class A Cash Consideration, the Class B Cash Consideration and the cash paid or payable as of the end of the applicable Period under this Section 3.3, constitute more the sixty percent (60%) of the Merger Consideration.

  • If, immediately prior to the date of Closing, Other Sub is not satisfied that the issuance of Surviving Corporation Shares to any Rollover Shareholder is exempt from registration under all applicable federal and state securities laws, such Rollover Shareholder agrees to receive Class A Cash Consideration or Class B Cash Consideration, as applicable, in the Merger in exchange for its Company Stock set forth on Section 2.09(b)(ii) of the Disclosure Schedule, instead of Surviving Company Shares.

  • If the Pre-Merger Share Amount is greater than the Maximum Share Amount but less than or equal to the Increased Share Amount, then the Cash Amount and the Class A Cash Consideration shall be reduced by the amount equal to (i) $17.00 multiplied by (ii) the amount by which the Pre-Merger Share Amount exceeds the Maximum Share Amount.


More Definitions of Class A Cash Consideration

Class A Cash Consideration means, subject to Section 6.30, the sum of (i) the portion of the Cash Amount allocated to the Class A Shares in the REIT Merger in accordance with Section 2.5 and (ii) a cash amount equal to (A) the Excess Dividend Amount multiplied by (B) the number of shares of Horizon Common Stock issuable in exchange for the Class A Shares pursuant to Section 1.6(a)(i).
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Class A Cash Consideration means $4.57785979.
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Related to Class A Cash Consideration

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

  • 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.

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

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

  • 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.

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

  • 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.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Net Cash Payments means, with respect to any Disposition, the aggregate amount of all cash payments received by the Company and its Restricted Subsidiaries directly or indirectly in connection with such Disposition, whether at the time of such Disposition or after such Disposition under deferred payment arrangements or Investments entered into or received in connection with such Disposition (including, without limitation, Disposition Investments); provided that:

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

  • 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.

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

  • Cash Payment has the meaning set forth in Section 2.02(a).

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

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

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

  • Performing Cash Pay High Yield Securities means High Yield Securities (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semiannual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

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

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

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

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

  • 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.