Consideration Note definition

Consideration Note has the meaning set out in Section 2.2(A).
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Consideration Note means a loan note to follow the principles, in the agreed form, which may be issued by the Company to the Retained Acorn Group and the Retained MDLZ Group pursuant to clause 3.16;
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Consideration Note shall have the meaning set forth in Section 2.2(a).
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Examples of Consideration Note in a sentence

  • For the avoidance of doubt, no cash payment shall be required in the event of any repayment of the Consideration Note.

  • As partial consideration for the Secured Party's agreement to accept the Consideration Note, the Grantor desires to grant additional liens on additional collateral in favor of the Secured Party pursuant to the terms hereof.

  • At the Closing (as defined in the Purchase Agreement) the Grantor will pay to Secured Party, in cash, a total of $10,000,000, and will issue to Secured Party a promissory note in the face amount of $10,000,000, subject to conversion, adjustment and offset upon the terms thereof, substantially in the form attached to the Purchase Agreement as Exhibit B (the "Consideration Note").

  • Party A shall remit the Cash Consideration and Consideration Note to Party B at Closing.

  • The balance of approximately $2,260,000, net of payment of transaction expenses, was delivered to CGI along with the Excess Consideration Note.

  • Intermediate certifies that neither it nor the Intermediate Shareholder is a “U.S. Person” as defined in Rule 902(k) of Regulation S of the Securities Act (“Regulation S”) (each a “Non-U.S. Shareholder”) and Intermediate Shareholder is not acquiring the Consideration Note for the account or benefit of any U.S. person, and understands that the Conversion Shares underlying the Consideration Note are not registered under the Securities Act.

  • During Q1 2021, Atalaya drawdown some of its existing credit facilities to pay the Deferred Consideration (Note 19).

  • The Parties (including Intermediate Shareholder) hereby agree that, subject to the agreement of such individuals to so serve, all of the Special Committee Directors shall continue to serve as members of the board of directors of MICT after the Merger for the shorter of (i) 180 days from the Closing Date or (ii) the date that the Consideration Note is no longer outstanding.

  • Purchaser shall have delivered to Seller the cash portion of the Purchase Price, the Subordinated Note, the Consideration Note and any other payments required to be made as of the Closing Date.

  • Because of that, there are also people who have called Wonderful Cirebon.


More Definitions of Consideration Note

Consideration Note has the meaning set forth in Section 2.4(b).
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Related to Consideration Note

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

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

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

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Earnout Consideration has the meaning set forth in Section 2.8.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

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

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

  • 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.

  • Consideration Spreadsheet has the meaning set forth in Section 2.16(a).

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

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

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

  • Stock Purchase Price has the meaning set forth in Section 2 of the Subscription Agreement.

  • 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.

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

  • Aggregate Stock Consideration is defined in Section 2.05C.

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

  • Senior Principal Payment Amount For any Distribution Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Distribution Date, will be the amount, if any, by which (x) the Class Principal Balance of the Senior Certificates immediately prior to such Distribution Date exceeds (y) the lesser of (A) the product of (i) 57.60% and (ii) the Aggregate Collateral Balance for such Distribution Date and (B) the amount, if any, by which (i) the Aggregate Collateral Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Collateral Balance as of the Initial Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

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

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Sale Consideration means the proceeds of any sale or other disposal of the relevant securities of a Minority Member pursuant to this rule 149.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

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

  • 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.