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 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.
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Examples of Consideration Cap in a sentence

  • The Cash Consideration Cap shall be reduced on a dollar-for-dollar basis to the extent of any cash dividends or other cash distributions declared or paid by Global or any Global Subsidiary prior to the Effective Time (other than (x) dividends and distributions by a direct or indirect wholly owned Global Subsidiary to its parent (without further distribution) and (y) the Global Third Quarter Dividend).

  • For purposes of the definition of Cash Consideration Cap, the “cash value of Dissenting Shares” will equal the Cash Consideration multiplied by the number of Dissenting Shares.

  • 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.

  • 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.

  • Notwithstanding anything contained herein to the contrary, neither the Basket nor the Total Consideration Cap shall apply to claims of fraud, willful misrepresentation, willful misconduct or any criminal activity.

  • Any portion of the Cash Pool that is not distributed to Participating Group A Settlement Class Members as a result of the calculation described in the previous sentence (the “Cash Consideration Cap”) will be retained by CBOE for its own account, and no Settlement Class Member will be entitled to any portion of the Cash Pool that is not distributed as a result of the Cash Consideration Cap.

  • If the Cash Election Consideration Cap is reduced in accordance with the immediately preceding sentence, the Option Election Consideration Cap shall be reduced by the same percentage by which the Cash Election Consideration Cap is reduced.

  • The increase described in this Section 6.07 shall be in addition to, and not in limitation of, any increase in such amount contemplated by the definition of Option Election Consideration Cap.

  • In the event the Aggregate Merger Consideration Cap would be exceeded, the Merger Consideration will be adjusted accordingly.

  • If the aggregate amount of Cash Election Consideration to be paid in respect of the aggregate number of Cash Elected Company Options would exceed the Cash Election Consideration Cap, a portion of the Vested Company Options that would otherwise be considered Cash Elected Company Options will be reduced in accordance with this Section 2.2(e) by the minimum amount necessary to provide that the total Cash Election Consideration does not exceed the Cash Election Consideration Cap.


More Definitions of Consideration Cap

Consideration Cap shall have the meaning set forth in Section 3.1(a).
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Consideration Cap means two hundred million dollars ($200,000,000).
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Consideration Cap has the meaning set forth in Section 8.4(a)(ii).
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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.
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Related to Consideration Cap

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • 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 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.

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

  • Non-Cash Consideration means consideration in a form other than cash.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

  • 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 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.

  • 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 Issuer or one of its Restricted Subsidiaries 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, less the amount of 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 is defined in Section 2.2.

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

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

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Scheme Consideration means, in respect of:

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • 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.

  • 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.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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