Class B Consideration definition

Class B Consideration has the meaning set forth in Section 2.2.17.3.
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Class B Consideration is defined in the Amended and Restated Certificate of Incorporation.
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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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Examples of Class B Consideration in a sentence

  • Deficiency (SDGE-8, Class B): Consideration of environmental impacts, local community input.

  • 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.

  • 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.

  • In the event that a Class A/B Shareholder elects to receive the Class B Consideration, or in the event that any IRA Shareholder elects to seek appraisal rights, the Company will pay such amounts from working capital or through increases in its outstanding lines of credit.

  • 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.

  • 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.

  • Prior to the Closing Date, Parent will appoint an exchange agent reasonably acceptable to the Partnership (the “ Exchange Agent ”) for the purpose of exchanging Certificates for Common Merger Consideration, Class A Consideration and Class B Consideration, as applicable, and paying Common Merger Consideration, Class A Consideration and Class B Consideration, as applicable, in respect of Book-Entry Units.

  • 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.


More Definitions of Class B Consideration

Class B Consideration means an amount equal to $200,000.25 in cash;
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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.
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Class B Consideration has the meaning given to such term in the Business Combination Agreement.
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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 shall have the meaning set forth in Section 5.01.

  • 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).

  • 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 3.1(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));

  • 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).

  • Class B-5 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-5 Certificates pursuant to Paragraphs seventeenth, eighteenth, and nineteenth of Section 4.01(a).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.