Consideration Notes definition

Consideration Notes means the collective reference to this Note, A Notes, B-1 Note, and the Short Term Note.
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Consideration Notes means the collective reference to the A-Notes, B-1 Notes, Convertible Notes and the Short Term Notes.
Sample 1
Consideration Notes means promissory notes in the aggregate principal amount of US$4,950,000 to be issued by the Purchaser in the Agreed Form;
Sample 1

Examples of Consideration Notes in a sentence

  • This Note (together with the other Consideration Notes, the Security Agreement and the Pledge Agreement) contains the entire agreement between the parties with respect to the subject matter hereof and thereof.

  • Transactional Agreements" shall mean: (a) the Agreement; (b) the Escrow Agreement; (c) the Assignment Agreement; (d) the Non-competition Agreements referred to in Section 1.5(b)(vi) of the Agreement; and (e) the Consideration Notes.

  • Such Investor agrees and acknowledges that the Consideration Notes will be issued as "restricted securities" as defined under Rule 144 of the Securities Act, in a transaction exempt from registration under the Securities Act, by reason of Section 4(2) thereof or Regulation D thereunder, provided such exemption is available for such Consideration Notes.

  • At Closing, Purchaser shall also issue the KPP Notes and the KPP Cash Consideration Notes to Seller, or shall procure that one or more Purchaser Assigns will transfer the KPP Notes and the KPP Cash Consideration Notes to Seller.

  • The Purchaser shall have the limited right to withhold and deduct any sum that may be owed to any Indemnitee under this Section 5 from any amount payable by any Indemnitee to the Seller or any Member in respect of the Consideration Notes.

  • Consideration Notes: received is allocated between the discounts earned, interchange fee and the points earned, with the consideration allocated to the points equal to its fair value.

  • Buyer shall have delivered the Closing Share Consideration and the Cash Consideration Notes and the Notes duly executed by Buyer to the applicable Company Stockholders.

  • Intra-group balances and transactions, and any unrealised profits arising from intra-group transactions, are eliminated in full in preparing the consolidated financial statements.Under HK GAAP, the Transaction has been accounted for as a reverse acquisition since the issuance of the Consideration Shares and Consideration Notes resulted in PCCW becoming the controlling shareholder of the Company.

  • Interest shall accrue daily and shall be calculated on the basis of the actual number of days elapsed and a 365 day year and rounded down to the nearest cent from the Issue Date at the rate of 12% per annum on the principal amount of the Consideration Notes outstanding from time to time.

  • As announced on 3 August as part of the consideration for the Acquisition, the Company has issued convertible loan notes with a principal value of £620,209.91 convertible into 6,202,099 ordinary shares at a price of 10 pence per share (the "Consideration Notes").


More Definitions of Consideration Notes

Consideration Notes means the collective reference to this Note, the A Notes, the B-1 Note and the Convertible Note.
Sample 1

Related to Consideration Notes

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

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

  • 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) 57.40% 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 Cut-off Date (including amounts in the Prefunding Account as of the Closing Date).

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

  • 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.

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

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

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

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

  • Equity Consideration has the meaning set forth in Section 2.02.

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

  • Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Senior Percentage of all amounts described in subclauses (a) through (d) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, (ii) with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the lesser of (x) the Senior Percentage of the applicable Non-PO Percentage of the Stated Principal Balance of such Mortgage Loan and (y) either (A) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received on the Mortgage Loan or (B), if an Excess Loss was sustained with respect to such Liquidated Mortgage Loan during such preceding calendar month, the Senior Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, and (iii) the sum of (x) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in subclause (f) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, and (y) the Senior Prepayment Percentage of any Subsequent Recoveries described in clause (ii) of the definition of Non-PO Formula Principal Amount for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

  • 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.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

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

  • Closing Payment Amount has the meaning specified in Section 1.5.

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

  • 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.

  • Principal Payment Amount For any Distribution Date, the sum of (i) the scheduled principal payments (if any) on the Mortgage Loans due on the related Due Date, (ii) the principal portion of proceeds received with respect to any Mortgage Loan which was purchased or repurchased pursuant to a Purchase Obligation or as permitted by this Agreement during the Prior Period and (iii) any other unscheduled payments of principal which were received with respect to any Mortgage Loan during the Prior Period, other than Payoffs, Curtailments, Liquidation Principal and Subsequent Recoveries.

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

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • 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.

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.