Consideration Received definition

Consideration Received means the amount of cash and the Fair Market Value, as of the Consummation Date, of consideration other than cash received by the stockholder. In the event of any Business Combination in which the Corporation survives, the consideration other than cash shall include shares of any class of outstanding Voting Stock retained by the holders of such shares.
Sample 1Sample 2Sample 3
Consideration Received has the meaning set out in clause 3.2.2.
Sample 1Sample 2
Consideration Received means the amount of cash and the Fair Market Value, as of the
Sample 1Sample 2

Examples of Consideration Received in a sentence

  • Effect on NAV and Consideration Received by Tendering Shareholders.

  • Although permitted to do so, the Fund does not expect to borrow money to finance the purchase of any tendered Shares.The Offer may have certain adverse consequences for tendering and non-tendering Stockholders.Effect on NAV and Consideration Received by Tendering Stockholders.

  • Effect on NAV and Consideration Received by Tendering Stockholders.

  • Learning vectors from document-level word co-occurrence allows our model to learn word representations based on the topical information con- veyed by words.

  • The offer may have certain adverse consequences for tendering and non-tendering Shareholders.Effect on NAV and Consideration Received by Tendering Shareholders.

  • The Fund is required to maintain certain net asset levels during the term of the Credit Agreement.The Offer may have certain adverse consequences for tendering and non-tendering Stockholders:Effect on NAV and Consideration Received by Tendering Stockholders.

  • Merchandise Inventories, Including Consideration Received From VendorsMerchandise inventories are valued at the lower of cost or market.

  • The Offer may have certain adverse consequences for tendering and non-tendering Stockholders: Effect on NAV and Consideration Received by Tendering Stockholders.

  • For purposes of determining the adjusted Warrant Exercise Price under Sections 8(a) and 8(b), the following shall be applicable: (i) Calculation of Consideration Received.

  • Effect on Net Asset Value and Consideration Received by Tendering Shareholders.


More Definitions of Consideration Received

Consideration Received means, with respect to any Key Shareholder, the excess of (i) the aggregate value of the Shareholder Consideration received from time to time by such Key Shareholder pursuant to this Agreement (for avoidance of doubt, not including any Shareholder Consideration held in the Escrow Account in respect of such Key Shareholder until released therefrom), over (ii) the amount of Taxes actually paid by such Key Shareholder in respect of the Shareholder Consideration received by such Key Shareholder in exchange for such Key Shareholder's shares of Company Common Stock, exclusive of any Taxes paid by such Key Stockholder (A) if the Merger is determined (pursuant to a final determination, as defined in Section 1313(a) of the Code or comparable provisions of state Laws) not to constitute a reorganization within the meaning of Section 368 of the Code, but only with respect to any Claim Notice delivered prior to the date of such determination (any Claim Notice delivered after such determination being subject to the limitations in this Section 7.3(c) without regard to this sub-clause (A)), or (B) in respect of any other actual or deemed consideration received on the Closing Date in connection with the Merger or the other Transactions, the Merger Agreement or the Related Agreements. For purposes of calculating the value of such Shareholder Consideration consisting of shares of Parent Common Stock, (i) shares sold by a Key Shareholder in an arm's length transaction shall be valued at the lesser of (A) the per-share value calculated pursuant to Section 2.4(b) or Section 2.4(c), as the case may be, at the time issued, and (B) the greater of (x) the actual per-share value obtained by such Key Shareholder in such sale (as determined by Parent in good faith), and (y) the per-share value calculated pursuant to Section 2.4(b) or Section 2.4(c), as the case may be, at the time issued but without giving effect to any minimum per-share value contained in such subsections, and (ii) all other such shares shall be deemed to have the per-share value calculated pursuant to Section 2.4(b) or Section 2.4(c), as the case may be, at the time issued or to be issued, as the case may be. If Parent recovers any amounts owed by the Key Shareholder hereunder from shares of Parent Common Stock of the Key Shareholder, it may, in its sole discretion, elect to recover first against shares having the lowest per-share value, as determined pursuant to this Section 7.3(c), even if shares of greater value,...
Sample 1
Consideration Received means, with respect to each Seller, the sum of the Preferred Consideration, Preferred Warrant Consideration, Common Consideration and Common Warrant Consideration actually received by such Seller pursuant to the terms of this Agreement. “Contract” means any agreement, contract, obligation, promise, commitment or undertaking that is or purports to be legally binding. “Current Assets” means the aggregate amount of all current assets of the Company and its Subsidiaries listed as categories of current assets on Schedule 1.8, on a consolidated basis and in accordance with the Agreed Accounting Principles. “Current Liabilities” means the aggregate amount of all current liabilities of the Company and its Subsidiaries listed as categories of current liabilities on Schedule 1.8, on a
Sample 1

Related to Consideration Received

  • Transaction Receipt means a confirmation that is transmitted to a registered User after a registered User has submitted a transaction to the Court through a Vendor. The Transaction Receipt displays the date and time the transaction was submitted by the registered User through the Vendor.

  • Consideration has the meaning set forth in Section 2.2.

  • Information Recipients has the meaning stated in Section 4.9(a).

  • Independent Consideration shall have the meaning as set forth in Section 2.14.

  • Put Option Receipt means a receipt issued by a Paying Agent to a depositing Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

  • Information Recipient has the meaning stated in Section 4.9(a).

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

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

  • 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.”

  • Scheme Consideration means, in respect of:

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

  • 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.

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

  • State Confidential Information means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII, PHI, PCI, Tax Information, CJI, and State personnel records not subject to disclosure under CORA. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information.

  • Discloser means that Party to this Agreement which has disclosed Confidential Information to the other Party.

  • Alternate Consideration shall have the meaning set forth in Section 5(e).

  • Confidential Information means all information, facts, data and any other matters of which I acquire knowledge, either directly or indirectly, as a result of my EMA Activities.

  • 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.

  • Confidential Information Breach This shall mean, generally, an instance where an unauthorized person or entity accesses Confidential Information in any manner, including but not limited to the following occurrences: (1) any Confidential Information that is not encrypted or protected is misplaced, lost, stolen or in any way compromised; (2)one or more third parties have had access to or taken control or possession of any Confidential Information that is not encrypted or protected without prior written authorization from the State; (3) the unauthorized acquisition of encrypted or protected Confidential Information together with the confidential process or key that is capable of compromising the integrity of the Confidential Information; or (4) if there is a substantial risk of identity theft or fraud to the Client Agency, the Contractor, DAS or State.

  • Independent Third Party means any Person who, immediately prior to a contemplated transaction, does not own in excess of 5% of the Company’s Common Units on a fully-diluted basis (a “5% Owner”), who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendant (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.

  • Citizens Confidential Information means all information, data, and documentation, whether marked as confidential or not, disclosed to Vendor in the course of this Agreement that is either: (a) Protected under any applicable state or federal law (including Chapter 119, Florida Statutes; Sections 501.171, and 627.351(6), Florida Statutes; Chapter 69O-128, Florida Administrative Code; and, 15 U.S.C. § 6801 et seq.); (b) private information concerning Citizens’ employees or policyholders (including social security numbers, personal health information, personal credit information, banking information, drivers’ license numbers, personal email addresses, personal phone numbers, and home addresses); or, (c) related to any Citizens’ manuals, lists, operating and other systems or programs, business practices or procedures, insurance policies, claimants or claims, or any business, governmental, and regulatory matters affecting Citizens. “Citizens Confidential Information” does not include any information, data or documentation that: (a) is publicly available through no fault of Vendor or Vendor Staff; or, (b) Vendor developed independently without relying in any way on Citizens Confidential Information.

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Company Confidential Information means information (including any and all combinations of individual items of information) that the Company has or will develop, acquire, create, compile, discover or own, that has value in or to the Company’s business which is not generally known and which the Company wishes to maintain as confidential. Company Confidential Information includes both information disclosed by the Company to me, and information developed or learned by me during the course of my employment with the Company. Company Confidential Information also includes all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as Company Confidential Information. By example, and without limitation, Company Confidential Information includes any and all non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on which I called or with which I may become acquainted during the term of my employment), software, developments, inventions, discoveries, ideas, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of premises, parts, equipment, or other Company property. Notwithstanding the foregoing, Company Confidential Information shall not include any such information which I can establish (i) was publicly known or made generally available prior to the time of disclosure by the Company to me; (ii) becomes publicly known or made generally available after disclosure by the Company to me through no wrongful action or omission by me; or (iii) is in my rightful possession, without confidentiality obligations, at the time of disclosure by the Company as shown by my then-contemporaneous written records; provided that any combination of individual items of information shall not be deemed to be within any of the foregoing exceptions merely because one or more of the individual items are within such exception, unless the combination as a whole is within such exception. I understand that nothing in this Agreement is intended to limit employees’ rights to discuss the terms, wages, and working conditions of their employment, as protected by applicable law.

  • 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.

  • Unit Consideration has the meaning set forth in Section 2.2(a).