Class B Unit Consideration definition

Class B Unit Consideration is defined in Section 2.02.
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Class B Unit Consideration has the meaning ascribed thereto in the Exchangeable Securities Provisions;
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Class B Unit Consideration applicable on any date means, with respect to each Class B Unit, for any acquisition of, redemption of or distribution of assets of FLP in respect of, or purchase pursuant to, these provisions, the Support Agreement or the Voting and Exchange Trust Agreement, of such Class B Unit: (i) 0.425 of an Enerplus Unit; plus (ii) a cheque or cheques payable at par at any branch of the payor's bankers in the amount of the Exchange Ratio Percentage of all cash distributions declared and paid or (where the record date for determining the holders of Enerplus Units entitled to receive such distribution has occurred) declared and unpaid on an Enerplus Unit in respect of which a corresponding cash loan was not made in respect of the Class B Unit; plus (iii) all Enerplus Units (or fraction thereof), multiplied by the Exchange Ratio Percentage, constituting distributions declared and paid or (where the record date for determining the holders of Enerplus Units entitled to receive such distribution has occurred) declared and unpaid on an Enerplus Unit, in respect of which a corresponding Subdivision of the Class B Unit was required to be but not made; plus (iv) the Exchange Ratio Percentage of such other property constituting distributions declared and paid or (where the record date for determining the holders of Enerplus Units entitled to receive such distribution has occurred) declared and unpaid on an Enerplus Unit in respect of which a corresponding non-cash loan was not made in respect of the Class B Unit; provided that: (a) the part of the consideration which represents (i) and (iii) above shall be fully paid and satisfied by the delivery of the applicable number of Enerplus Units, such Enerplus Units to be duly issued, fully paid and non-assessable; (b) the part of the consideration which represents (iv) above shall be fully made and satisfied by delivery of such non-cash items; (c) any such consideration shall be delivered free and clear of any lien, claim, encumbrance, security interest or adverse claim or interest; and (d) any such consideration shall be made less any tax required to be deducted and withheld therefrom and without interest;
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Examples of Class B Unit Consideration in a sentence

  • In addition, Acquiror shall issue to HHI and ETP Holdco 10,939,436 Acquiror Subordinated Units and 79,308 Acquiror Common Units (together with the Class B Unit Consideration, the “Unit Consideration”).

  • Upon delivery of such Class B Unit Consideration by Enerplus to the Trustee, the Trustee shall deliver such Class B Unit Consideration to such Beneficiary (or to such other person, if any, properly designated by such Beneficiary).

  • Upon such payment or deposit of such Class B Unit Consideration, the holders of the Class B Units shall thereafter be considered and deemed for all purposes to be holders of Enerplus Units delivered to them or the custodian on their behalf.

  • In addition to the Initial Consideration, (x) 100 Class B Units of MCE LP shall be issued to Signature and Deylau in equal portions (such aggregate number of Class B Units, the “Class B Unit Consideration”), and (y) the MCE Owners, as designated by Contributor, shall have the right to receive the earn-out amount, as set forth in, and paid in accordance with, Article III (the “Earn-out Amount” and, together with the Initial Consideration and Class B Unit Consideration, the “Total Consideration”).

  • The Class B Unit Price for each such Exchangeable Security so purchased may be satisfied only by Enerplus delivering or causing to be delivered to the Trustee, on behalf of the relevant Beneficiary, the Class B Unit Consideration representing the total Class B Unit Price.

  • Any right of each such Beneficiary to receive loans from FLP shall be deemed to be satisfied and discharged and each such Beneficiary shall cease to be a holder of such Exchangeable Securities and Enerplus shall deliver to the Beneficiary the Class B Unit Consideration deliverable upon the automatic exchange of Exchangeable Securities.

  • Any right of each such Beneficiary to receive loans from EELP shall be deemed to be satisfied and discharged and each such Beneficiary shall cease to be a holder of such Exchangeable Securities and Enerplus shall deliver to the Beneficiary the Class B Unit Consideration deliverable upon the automatic exchange of Exchangeable Securities.

Related to Class B Unit Consideration

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

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

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

  • 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.

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

  • Class B Unit means a Partnership Unit which is designated as a Class B Unit of the Partnership.

  • Class B Units means the Class B Units of the Company.

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

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

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

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

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

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

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

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

  • Partnership Unit Economic Balance means (i) the Capital Account balance of the General Partner plus the amount of the General Partner’s share of any Partner Minimum Gain or Partnership Minimum Gain, in each case to the extent attributable to the General Partner’s Partnership Units divided by (ii) the number of the General Partner’s Partnership Units.

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

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

  • 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.

  • 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.

  • 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.

  • 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;

  • 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.

  • Class A Common Unit means a Common Unit having the rights and obligations specified with respect to Class A Common Units in this Agreement.

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