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.
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Class B Cash Consideration means $0.15922254.
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Class B Cash Consideration means an amount equal to $13,500,000 less the Class B Assumed Debt Amount.
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Examples of Class B Cash Consideration in a sentence

  • A Class A/B Shareholder may not elect to receive both the Class B Nonvoting Stock Consideration and the Class B Cash Consideration.

  • SOURCE AND AMOUNT OF FUNDS Approximately $16.9 million will be required to pay the Class B Cash Consideration in the Merger (assuming no Class A/B Shareholder elects to receive Class B Cash Consideration), and the Surviving Corporation will pay approximately $1.2 million in fees and expenses associated with the Merger.

  • The IRA Board based the amount of the Class B Cash Consideration on the methodology used by the Company in previous years to determine the price of Class B Stock in its offerings to agents of the Company, using September 1998 as the month of the stock price calculation.

  • Surviving Corporation Common Stock that are intended to approximate the income that the Class A/B Shareholder would have received from the competitive reinvestment of the Class B Cash Consideration, taking into account certain income tax considerations.

  • See "DESCRIPTION OF IRA CAPITAL STOCK--Class B Stock" and note 2 to "SELECTED FINANCIAL DATA OF IRA." The IRA Board decided that Class A Shareholders who own Class B Stock should be entitled to receive Surviving Corporation Nonvoting Stock pursuant to the Merger because the Class A/B Shareholders otherwise would be taxed at ordinary income tax rates (rather than at capital gain tax rates) if they could receive only Class B Cash Consideration for the Class B Stock pursuant to the Merger.

  • If such Class A/B Shareholder indicates that such record holder has no preference as to the receipt of Class B Nonvoting Stock Consideration or the Class B Cash Consideration or fails to make a timely election (a "Non-Election"), such Class A/B Shareholder shall be deemed to have elected to receive the Class B Nonvoting Stock Consideration.

  • A/B Shareholders as of the Record Date will be entitled to, in addition to receiving the Class A Consideration for their Class A Stock, elect to receive for each share of Class B Stock held thereby either (A) the Class B Nonvoting Stock Consideration or (B) the Class B Cash Consideration.

  • See "--Certain Effects of the Merger; Plans for the Company after the Merger." However, if a Class A/B Shareholder would prefer not to receive the Surviving Corporation Nonvoting Stock for such shareholder's Class B Stock pursuant to the Merger, the IRA Board has provided the Class A/B Shareholders with the alternative to receive the Class B Cash Consideration instead of the Surviving Corporation Nonvoting Stock.

  • A Class B Shareholder that is not a Class A/B Shareholder and is not related to any shareholder of the Surviving Corporation should recognize gain or loss equal to the difference between the amount of the Class B Cash Consideration and the Class B Shareholder's tax basis in all the shares of Class B Stock surrendered in exchange therefor.

  • 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.


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.
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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 consideration in a form other than cash.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries 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, less the amount of 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 2.02.

  • 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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

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

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • 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 per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • 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 2.2(a).

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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