Common Unit Consideration definition

Common Unit Consideration means the number of Common Units that is computed by (i) multiplying the Dropdown Aggregate Value by 10%, and (ii) dividing the product of the foregoing item (i) by the Per Unit Value; provided that if the number of Common Units so computed is not a whole number, such number shall be rounded to the nearest whole number of Common Units (and a 0.5 Common Unit shall be rounded to the next higher Common Unit).
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Common Unit Consideration has the meaning set forth in Section 3.2(b).
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Common Unit Consideration is defined in Section 2.02(d).
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Examples of Common Unit Consideration in a sentence

  • Upon issuance, the Common Unit Consideration will be fully paid (to the extent required by the Partnership Agreement) and nonassessable (subject to Del.

  • Upon issuance, all of the Common Unit Consideration will be duly authorized, validly issued and outstanding, and will have been issued free of preemptive rights in compliance with Laws.

  • PBF Energy is purchasing the Common Unit Consideration for its own account with the present intention of holding such units for investment purposes and not with a view to or for sale in connection with any public distribution of such units in violation of any federal or state securities Laws.

  • Upon consummation of the transactions contemplated by this Agreement and the other Transaction Documents, PBF Energy will acquire good and valid title to all of the Common Unit Consideration, free and clear of any Liens other than transfer restrictions (i) imposed thereon by securities Laws or (ii) arising under the Partnership Agreement.

  • For the avoidance of doubt, any Partnership Option which has a per Common Unit exercise price that is greater than or equal to the Common Unit Consideration shall be cancelled at the Effective Time for no consideration or payment.

  • At or prior to the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent an amount in cash sufficient to pay the Common Unit Consideration (the “Exchange Fund”).

  • From time to time as necessary and determinable, Parent shall promptly deposit or cause to be deposited with the Paying Agent additional cash sufficient to pay the Common Unit Consideration and any distributions payable pursuant to Section 2.02(c) or Section 2.02(e).

  • At or prior to the Closing Date, Parent shall designate a bank or trust company reasonably acceptable to the Partnership to act as agent (the “Paying Agent”) for the payment and delivery of the Common Unit Consideration in accordance with this Article II and, in connection therewith, shall at or prior to the Closing Date enter into an agreement with the Paying Agent in a form reasonably acceptable to the Partnership.

  • Notwithstanding anything in this Agreement to the contrary, holders of Book-Entry Units shall not be required to deliver a Certificate but may, if required by the Paying Agent, be required to deliver an executed letter of transmittal to the Paying Agent in order to receive the Common Unit Consideration such holder is entitled to pursuant to this Article II.

  • No interest shall be paid or shall accrue on the Common Unit Consideration payable pursuant to this Article II.


More Definitions of Common Unit Consideration

Common Unit Consideration means the aggregate consideration payable by the Purchaser or the Company to the Unit Sellers for all Common Units that constitute Purchased Securities, as set forth in the Total Equity Value Allocation Certificate and as adjusted pursuant to this Agreement.
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Common Unit Consideration means 1,553,849 Common Units.
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Common Unit Consideration means the number of Common Units that is computed by (a) multiplying $138,820,000 by 98% and
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Common Unit Consideration has the meaning given to such term in the recitals.
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Common Unit Consideration means the Class A Common Unit Consideration, plus the Class B Common Unit Consideration.
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Related to Common 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).

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

  • 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.

  • Common Unit means a common unit representing a limited partner interest in the Partnership having the rights set forth in the Partnership Agreement.

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

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

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

  • Common Unit Price has the meaning specified in Section 2.1(b).

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

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

  • Common Units is defined in the Partnership Agreement.

  • 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.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

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

  • 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.

  • 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.

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

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

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

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

  • Initial Common Units means the Common Units sold in the Initial Offering.

  • 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.

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

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