Class B Consideration definition

Class B Consideration has the meaning set forth in Section 2.2.17.3.
Sample 1
Class B Consideration shall have the meaning set forth in the Certificate of Incorporation, as in effect on the Effective Date.
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Class B Consideration is defined in the Amended and Restated Certificate of Incorporation.
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Examples of Class B Consideration in a sentence

  • Any Common Merger Consideration, Class A Consideration or Class B Consideration remaining unclaimed by holders of Common Units, Class A Units or Class B Units immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Authority will, to the extent permitted by applicable Law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

  • Notwithstanding the foregoing, Parent, Merger Sub and the Partnership will not be liable to any holder of Common Units, Class A Units or Class B Units for any Common Merger Consideration, Class A Consideration or Class B Consideration, as applicable, duly delivered to a public official pursuant to applicable abandoned property Laws.

  • No interest will be paid or accrued on any Common Merger Consideration, Class A Consideration, Class B Consideration, cash in lieu of fractional Parent Units or on any unpaid distributions payable to holders of Certificates or Book-Entry Units.

  • Until so surrendered, each such Certificate will, after the Effective Time, represent for all purposes only the right to receive such Common Merger Consideration, Class A Consideration or Class B Consideration, as applicable.

  • The Common Merger Consideration, Class A Consideration or Class B Consideration paid in respect of Book-Entry Units and Canceled Awards will be deemed to have been paid in full satisfaction of all rights pertaining to the Book-Entry Units and Canceled Awards, as the case may be.

  • The Common Merger Consideration, Class A Consideration or Class B Consideration, as applicable, paid upon surrender of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to the Common Units, Class A Units or Class B Units, as the case may be, formerly represented by such Certificates.

  • Regular Distributions by the Partnership are not part of the Common Merger Consideration, Class A Consideration or Class B Consideration, and will be paid on the payment date set therefor to such holders of Common Units, Class A Units, Class B Units or DERs, as applicable, whether or not they exchange such units pursuant to Section 2.2 , if applicable.

  • Furthermore, this Agreement will terminate as to the Shareholders if the Recapitalization Agreement is amended without their consent to reduce the Merger Consideration, Class A Merger Consideration or Class B Consideration or otherwise reduce the consideration payable to holders of any Options or Restricted Stock.

  • Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Units will be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Common Merger Consideration, Class A Consideration or Class B Consideration, as applicable, that such holder is entitled to receive pursuant to this Article II .

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More Definitions of Class B Consideration

Class B Consideration has the meaning given to such term in the Business Combination Agreement.
Sample 1
Class B Consideration means an amount equal to $200,000.25 in cash;
Sample 1
Class B Consideration means as to each Class B Limited Partner the sum of. (i) such Partner's Agreed Value of the Pioneer membership interests contributed by such Class B Limited Partner to the capital of the Partnership, as reflected on Exhibit A of this Agreement, and (ii) such Class B Limited Partner's Class B Preferred Return. "Class B Preferred Return" means, as to a Class B Limited Partner, a cumulative return on the Agreed Value of such Class B Limited Partner Capital Contribution, computed like simple interest at the rate of fifteen percent (15%) per annum, commencing on the day following the giving of a Notice exercising a put by the Class B Representative in accordance with the provisions of Paragraph 3 of this Exhibit D and continuing until the earlier to occur of payment of such return or the Class B Representative exercising the Class B Proxy, less the amount of any Net Operating Cash Flow distributed to the Class B Limited Partner pursuant to Section 5.1 (b) of this Agreement after the Put Notice is given. Such return will be computed based upon 365-day year.
Sample 1

Related to Class B Consideration

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

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Class A Share means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

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

  • 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.

  • 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.

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

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

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

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

  • 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).

  • Class A Shares means Class A ordinary shares, par value US$0.0001 per share, in the share capital of the Company.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • 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).

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

  • 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.

  • Unit Consideration has the meaning set forth in Section 2.2(a).

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

  • Class B-3 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-3 Certificates pursuant to Paragraphs eleventh, twelfth and thirteenth of Section 4.01(a).

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • 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.

  • Class B-4 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-4 Certificates pursuant to Paragraphs fourteenth, fifteenth, and sixteenth of Section 4.01(a).

  • Class B-6 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-6 Certificates pursuant to Paragraphs twentieth, twenty-first and twenty-second of Section 4.01(a).