Consideration Cap definition

Consideration Cap means one billion eight hundred thirty million dollars ($1,830,000,000).
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Consideration Cap means an aggregate interest in the General Partner entitling the Adena Entities to the right to receive all cash distributions and other income and deductions related to 40% of the General Partner’s 2% general partner interest in the MLP and to 61.538% of the General Partner’s Incentive Distribution Rights (or 40% of all of the Incentive Distribution Rights), as further set forth in the General Partner Partnership Agreement.
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Consideration Cap has the meaning set forth in Section 8.4(a)(ii).
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Examples of Consideration Cap in a sentence

  • Each of the terms of this Article 3 (specifically including the proration provisions set forth in Sections 3.3(d) and 3.3(f)) shall be interpreted in a manner to ensure that in no event shall either (A) the aggregate amount of the Cash Consideration received by the holders of Company Shares in the Merger exceed the Cash Consideration Cap, or (B) the aggregate number of shares of Parent Stock received by the holders of Company Shares in the Merger exceed the Parent Stock Consideration Cap.

  • The Logos Consideration Cap has been agreed to facilitate the classification of the Proposed Transaction (including the Logos Minority Acquisition) pursuant to the Listing Rules.

  • In no event shall such Liability exceed the Gross Consideration Cap.

  • Pursuant to the Logos Revised SHA, on or shortly after the date falling on three years after Completion, the Company will acquire the Logos Shares held by the Logos Founders at fair market value, to be determined by an independent valuer at the time of such acquisition, subject to the Logos Consideration Cap.

  • The Contingent Consideration Period runs from the termination of the TSA (as defined below) until the earlier of: (i) achieving the Contingent Consideration Cap, or (ii) December 31, 2025.

  • The “Cash Proration Factor” means a fraction (x) the numerator of which shall be the Cash Consideration Cap and (y) the denominator of which shall be the product of the aggregate number of Company Shares subject to all Cash Elections made by all holders of Company Shares, multiplied by the Cash Consideration.

  • The result of the two different studys’ of what purpose the communication on social media have was as follows: Even though it is said that the players in team Alliance are required to have a presence online they don’t have to be overly active.

  • Parent and Merger Sub have the cash available (either on hand or available under its senior credit facility) sufficient for Merger Sub to pay up to the Cash Consideration Cap and the Cash Merger Consideration Cap as required by this Agreement and to otherwise consummate the transactions contemplated hereby.

  • Subject to Section 1.7(a), any amount of Cash Consideration in excess of the Cash Consideration Cap shall be contributed to Newco by the JBG Parties.

  • Any shares of Class B Common Stock of the CBOE Demutualization Entity that are not issued to Participating Group A Settlement Class Members because such an issuance would exceed the Equity Consideration Cap will be retained by the CBOE Demutualization Entity, and no Participating Group A Settlement Class Member will be entitled to any portion of those shares.


More Definitions of Consideration Cap

Consideration Cap means two hundred million dollars ($200,000,000).
Sample 1
Consideration Cap means (a) $1,938,893,700, plus (b) the aggregate amount of cash proceeds received by the Company after the date hereof in respect of (i) the Company Series H Preferred Offering and (ii) the issuance of other Qualified Capital Stock (as defined in the Existing Credit Agreement) as permitted pursuant to Section 6.01(b); provided, that in no event shall the Consideration Cap exceed a maximum aggregate amount of $1,987,000,000.
Sample 1
Consideration Cap shall be determined as follows: (a) if the Closing Net Asset Value equals $21,000,000, the Consideration Cap shall equal $39,500,000; (b) if the Closing Net Asset Value is less than $21,000,000, the Consideration Cap shall be reduced, dollar for dollar, by the amount that the Closing Net Asset Value is less than $21,000,000; and (c) if the Closing Net Asset Value is greater than $21,000,000, the Consideration Cap shall be increased, dollar for dollar, by the amount that the Closing Net Asset Value is greater than $21,000,000.
Sample 1
Consideration Cap shall have the meaning set forth in Section 3.1(a).
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Related to Consideration Cap

  • 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.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

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

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

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

  • 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.

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • 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.

  • 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.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

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

  • Earnout Amount has the meaning provided in Section 2.9(b).

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Scheme Consideration means, in respect of:

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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 paid or payable in cash 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 Indebtedness and/or Guarantee Obligations, “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 Indebtedness incurred or 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 for the Borrower or its Restricted Subsidiaries.

  • 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 Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.