Class B Cash Consideration definition
Examples of Class B Cash Consideration in a sentence
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.
Notwithstanding any other provision contained in this Agreement, the total number of New Paramount Class B Shares to be converted at the New Paramount Merger Effective Time into the right to receive the Class B Cash Consideration pursuant to Section 2.1(b)(v) shall not exceed an amount equal to the quotient (rounded down to the nearest whole share) of (x) the Class B Cash Cap divided by (y) the Class B Cash Consideration (the “Maximum Class B Cash Share Number”).
Parent has on hand, or available under lines of credit, sufficient funds to deliver the LAMS Shareholder Cash Consideration and the DolEx Class B Cash Consideration at Closing.
The Class B Cash Consideration will be distributed to each Holder according to such Holder's Class B Percentage Interest.
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.