Common Equity Consideration definition

Common Equity Consideration means the Equity Consideration less the Preferred Stock Amount. "CORPORATE RESTRUCTURING TRANSACTIONS" has the meaning ascribed to that term in the Distribution Agreement. 3
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Common Equity Consideration means the amount equal to (i) the Aggregate Closing Consideration, (ii)(a) if Target Working Capital less Estimated Working Capital is a positive number, then less such number or (b) if Target Working Capital less Estimated Working Capital is a negative number, then plus the absolute value of such number, less (iii) the Estimated Debt Amount, less (iv) the Preferred Redemption Amount, less (v) the Consulting Fees Payable, less (vi) the Escrow Amount, less (vii) the Gross-up Escrow Amount and plus (vii) the Aggregate Strike Price Amount and plus (ix) an amount equal to the actual capital expenditures of the Company incurred from August 20, 2007 through Closing solely in connection with upgrading the existing bridges and tracks at the Waseca Sub, the Marquette Sub and the Rapid City Sub from 286K standard to 315K standard as part of the Flooding Repair Project, in each case, without duplication.
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Common Equity Consideration means the Equity Consideration less the Preferred Stock Amount.
Sample 1

Examples of Common Equity Consideration in a sentence

  • The fair value of the Common Equity Consideration and the Convertible Preferred Equity Consideration portions of the purchase price will be measured at the Acquisition Closing at the then current market price per share of Forward’s Common Stock.

  • For the avoidance of doubt, this Section 11.15 shall not impact the calculations of the Common Equity Consideration or Debt-Financed Distribution Amount or any amounts set forth on the Financial Statements.

  • The Total Cash Purchase Price, subject to any post-closing adjustments pursuant to Section 3.5, and the Common Equity Consideration shall be allocated among the Sellers in the manner set forth on Schedule 3.4. Where this Agreement provides or permits an amount to be paid to an account designated by the Sellers' Rep, Buyer shall have no responsibility for the completion or compliance with Schedule 3.4 of any further distribution of such amounts to the Sellers.

  • Common Equity Consideration: On the Implementation Date there will be an allocation of 575.11449 new common shares per US$1,000 principal amount of the New Senior Secured Notes to be allocated pro rata to recipients of the New Senior Secured Notes.

  • Buyer shall have delivered the Total Cash Purchase Price and Common Equity Consideration in accordance with Section 3.

  • CARiD S hareho l der s 67.1% IPO I n v e s t or s 15.8% Lega c y Founders (2) 11.6% Former Warrant Holders 5.5% (3) ($ in Millions, except per share) ($ in Millions) Non - Cash Purchase of Equity in CARiD Calculation Aggregate Common Equity Consideration Estimated Expenses Non - Cash Purchase of Equity in CARiD $265.

  • Upon issuance, each share of Common Stock included in the Common Equity Consideration and the Additional Common Equity Consideration will have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Buyer Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under Buyer Stockholders Agreement and under applicable state and federal securities laws.

  • Each Seller has no present intention to sell or otherwise dispose of any of the Common Equity Consideration or the Additional Common Equity Consideration.

  • For all purposes hereunder, a majority in interest of the Common Equity Holders shall be determined on the basis of each Common Equity Holders pro rata portion of the Aggregate Common Equity Consideration.

  • Estimated Purchase Price Estimated Merger purchase price consideration of approximately $2,611,509 consists of $150,000 of cash, the estimated fair value of contingent consideration in respect of the Tax Receivable Agreement (defined below), the estimated fair value of the Common Equity Consideration and the Convertible Preferred Equity Consideration and the extinguishment of the Existing Omni Credit Facilities.


More Definitions of Common Equity Consideration

Common Equity Consideration means a number of Parent Units equal to (i)(A) the product of (1) the Aggregate Common Consideration multiplied by (2) 48.4% multiplied by (3) the Common Initial Sharing Percentage plus (B) the Total Exercise Proceeds multiplied by (B) 48.4% divided by (ii) the Parent Unit Value.
Sample 1
Common Equity Consideration means an amount equal to the Ruby Common Percentage of (i) the Aggregate Closing Amount, minus (ii) the Required Debt Proceeds Amount, minus (iii) the Preferred Equity Consideration, plus (iv) the aggregate Transaction Expenses, plus (v) the aggregate Debt Expenses, minus (vi) the Seller Notes Amount minus (vii) the Positive Hedging Adjustment Amount.
Sample 1
Common Equity Consideration shall have the meaning set forth in Section 3.1. 58
Sample 1

Related to Common Equity Consideration

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • 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.

  • Common Equity of any Person means Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

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

  • 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).

  • Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “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 and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.

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

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

  • 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.

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

  • 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.

  • Equity Contributions means the equity to be contributed by the Equity Investor to Borrower, in accordance with and subject to the terms of the Partnership Agreement.

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

  • 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.

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

  • New Equity Interests means the limited liability company

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

  • Common Equity Tier 1 Capital means common equity tier 1 capital (or any equivalent or successor term) of, as the case may be, the Issuer or the Group, in each case as calculated by the Issuer in accordance with CRD IV requirements and any applicable transitional arrangements under CRD IV;

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

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • 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.

  • Equity Contribution has the meaning assigned to such term in the Recitals to this Agreement.

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

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