Class B Share Consideration definition

Class B Share Consideration means, with respect to each Class B Share, for any acquisition, redemption or retraction of, or distribution of assets of the Corporation in respect of the Class B Share (any such event, “Exchange Event”) the aggregate of the following:
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Class B Share Consideration means the aggregate consideration payable to holders of Class B Shares in connection with the Class B Share Acquisition pursuant to the Plan of Arrangement;
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Class B Share Consideration means the Class B Shares issued to the Contributors under this Agreement.
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Examples of Class B Share Consideration in a sentence

  • Subject to applicable law, and provided Parent has not exercised the Redemption Call Right or a Class B Shareholder has not exercised the Class B Shareholder’s Put Right, upon the occurrence of a Redemption Event the Corporation shall have right to redeem all but not less than all of the then outstanding Class B Shares for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Redemption Date (the “Redemption Price”).

  • To effect such automatic exchange, Parent shall be deemed to have purchased each outstanding Class B Share held by Class B Shareholders on the Liquidation Event Effective Date, and each Class B Shareholder shall be deemed to have sold the Class B Shares held by it at such time to Parent, for an amount per share equal to the Class B Share Consideration applicable on the Business Day prior to the Liquidation Event Effective Date (collectively, the "Liquidation Event Purchase Price").

  • A holder of Class B Shares shall be entitled, subject to applicable law and the exercise by Parent of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 7, to require the Corporation to redeem all or any portion of the Class B Shares registered in the name of such holder for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Retraction Date (the “Retraction Price”).

  • In connection with the Automatic Exchange Rights, Parent will provide to the Class B Shareholders an Officer's Certificate setting forth the calculation of the Class B Share Consideration.

  • All indemnification payments made under this Agreement shall be treated by all parties as an adjustment to the Class B Share Consideration, including for Tax purposes unless otherwise required by applicable Law.

  • Earned holidays shall not be carried over into the next calendar year and shall be paid at the straight time rate.

  • Subject to applicable law, and provided Parent has not exercised the Redemption Call Right and the applicable holders of Class B Shares have not exercised the Class B Shareholders’ Put Right, upon the occurrence of a Redemption Event the Corporation shall have the right to redeem all but not less than all of the then outstanding Class B Shares for an amount per Class B Share equal to the Class B Share Consideration on the last Business Day prior to the Redemption Date (the “Redemption Price”).

  • On the Closing Date, AVT shall ---------------------------- issue to the Holders the Class B Share Consideration.

  • At the Effective Time, the Holders will be deemed to -------------- have received and deposited with the Escrow Agent (i) five percent (5%) of the Class B Share Consideration (the "Class B Escrow Shares") and (ii) five percent (5%) of the Class A Share Consideration (the "Class A Escrow Shares" and, together with the Class B Escrow Shares, the "Escrow Shares"), without any act of either Holder.

  • It is further understood that no interest will accrue on the Class B Share Consideration payable in the Arrangement for the Deposited Shares.

Related to Class B Share Consideration

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

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

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

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

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

  • 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 $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

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

  • Scheme Consideration means, in respect of:

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

  • 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.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

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

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

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

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);