Consideration Letter definition

Consideration Letter means a letter to be delivered by the Company to the Parent setting forth the (i) holder of Specified Parent Common Stock to be issued to each holder of Series A Company Units as of immediately following the Conversion and (ii) the portion of the Company Noteholder Remaining Debt Amount to be paid to each holder thereof, in each case pursuant to Section 4.1 hereof. “Contract” means any written agreement, lease, license, note, evidence of indebtedness, mortgage, security agreement, understanding, instrument or other legally binding arrangement. “Conversion” means the conversion of the Company Debt under the Company Note Agreements (excluding, for purposes of clarification, any Company Debt under the Company Credit Facility) into Series A Common Units of the Company pursuant to the Note Conversion Agreement and in accordance with this Agreement. “Debt Documents” is defined in Section 7.21(e). “D&O Insurance” is defined in Section 7.13. “Data Room” is defined in Section 5.12(b). “Delaware Certificate of Merger” is defined in Section 2.2(b). “DGCL” means the Delaware General Corporation Law. “DLLCA” means the Delaware Limited Liability Company Act. “Effective Time” is defined in Section 2.2(b). DB1/ 97944280.7 EXHIBIT B
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Examples of Consideration Letter in a sentence

  • In connection with the Master Lease and pursuant to the terms of Section 8 (Additional Consideration [Letter of Credit]) of Exhibit D (Addendum to Standard Office Lease), and Exhibit F (Additional Consideration [Letter of Credit]), attached to the Master Lease, Landlord is currently holding that certain Irrevocable Standby Letter of Credit Number SVBSF008236 in the face amount of $80,000.00 for the benefit of Landlord (the “Letter of Credit”).

  • PRIVATE DATA NOT TO BE DISCLOSED WITHOUT THE PRIOR WRITTEN CONSENT OF BOTH PARTIES For the avoidance of doubt, pursuant to paragraph 1.6 of the Business Consideration Letter between Midwest Express and Boeing, of even date herewith (the "Business Consideration Letter"), Boeing has agreed to provide to Midwest Express a portion of such total credit of * United States Dollars (*) per Firm Aircraft, such portion amounting to * United States Dollars (*) per Firm Aircraft (the "Boeing Firm Aircraft Credits").

  • The Company shall deliver the Consideration Letter to the Parent at least two Business Days prior to the expected Closing Date.

  • At the Closing, Buyer shall deposit (a) an amount of cash equal to the Indemnification Holdback Amount with the Escrow Agent to be held in escrow in accordance with the terms hereof and the Indemnification Escrow Agreement, and (b) the Contingent Consideration Letter of Credit with the Escrow Agent to be held in escrow in accordance with the terms hereof and the Contingent Consideration Escrow Agreement.

  • Subject to the terms and conditions hereof, Buyer shall request Issuer to issue in favor of the Seller Representative and the Escrow Agent the Contingent Consideration Letter of Credit substantially in the form attached hereto as EXHIBIT D.

  • Immediately following the date that Buyer, pursuant to this Section 2.8, has paid to the Seller an amount which, when added to the aggregate amount of Contingent Consideration previously paid by Buyer pursuant to this Section 2.8, equals the Contingent Consideration Amount, Buyer and the Seller Representative shall each instruct the Escrow Agent to release the Contingent Consideration Letter of Credit to Buyer for cancellation.

Related to Consideration Letter

  • Designation Letter means, with respect to any Designated Subsidiary, a letter in the form of Exhibit E hereto signed by such Designated Subsidiary and the Company.

  • Termination Letter has the meaning specified in Section 2.17(b).

  • Instruction Letter means written instructions in a form acceptable to NCPS and executed by Issuer Party with Issuer Party directing NCPS to promptly disburse the Escrow Funds to Issuer pursuant to Section 4(a).

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Confirmation Letter means a letter issued by any applicable Rating Agency to the effect that neither (a) the resignation of Provident as Servicer under the Servicing Agreement and appointment of Litton as successor Servicer thereunder, nor (b) the amendments e▇▇▇▇▇▇ated by this Agreement, will adversely affect the then current ratings on the Certificates then being rated.