Class B Cash Consideration definition

Class B Cash Consideration means $26 in cash without interest, subject to adjustment as set forth in Section 2.6.
Class B Cash Consideration means an amount equal to $13,500,000 less the Class B Assumed Debt Amount.
Class B Cash Consideration means $15.00.

Examples of Class B Cash Consideration in a sentence

  • If we become aware of any jurisdiction where the making of this exchange offer is not in compliance with applicable law, we will make a good faith effort to comply with such law.

  • This minimum return is to be determined based on the hypothetical after-tax proceeds that would have resulted if the Class A/B Shareholder had received the Class B Cash Consideration and received capital gains tax treatment for federal income tax purposes.

  • 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.

  • The Class A/B Shareholders can elect to receive the Class B Cash Consideration, or the Class A/B Shareholders can elect to receive the Class B Nonvoting Stock Consideration with a value equal to the Class B Cash Consideration.

  • 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.

  • According to Pothier, however, liberty and equality do not legitimize the construction of a new social order among individuals: They simply coexist with Roman law and other sources of legal obligation, even though this may give rise to conceptual inconsistencies, making it necessary to rely on rhetorical devices to carry on with the scientific laying out or arrangement of the legal system.

  • 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”).

  • The Class B Cash Consideration will be distributed to each Holder according to such Holder's Class B Percentage Interest.


More Definitions of Class B Cash Consideration

Class B Cash Consideration means the sum of (i) the aggregate Class B Cash Amount payable by Horizon to all holders of Class B Shares as of the Determination Time and (ii) the Class A EPS Horizon Cash Amount.
Class B Cash Consideration means $0.15922254.

Related to Class B Cash Consideration

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

  • 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.

  • 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.

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

  • 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.

  • 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.

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

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

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

  • 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.

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

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

  • 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.

  • 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.

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

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

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

  • Class B-2 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-2 Certificates pursuant to Paragraphs eighth, ninth and tenth of Section 4.01(a).

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

  • Class B-1 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-1 Certificates pursuant to Paragraphs fifth, sixth and seventh of Section 4.01(a).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.