Consideration Recipients definition

Consideration Recipients means the holders of any Securities of the Company, to the extent entitled to payment of the Purchase Price as provided in the Consideration Spreadsheet.
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Consideration Recipients means, collectively, the Sellers, the Holdings Equityholders and the LTIP Participants.
Sample 1
Consideration Recipients means, collectively, (i) the Company Noteholders, (ii) the Management Carve-out Participants, and (iii) the holders of Series D Preferred Stock and Series E Preferred Stock that receive Merger Consideration (if such holders in this clause (iii) receive any Merger Consideration in accordance with the terms of this Agreement).
Sample 1

Examples of Consideration Recipients in a sentence

  • The Parent Offering Materials, if required pursuant to Section 2.7(d) hereof, constitute the information required to be delivered to non-accredited investors pursuant to Rule 502 of Regulation D in order for Parent’s issuance of the Aggregate Share Consideration to the Share Consideration Recipients to be exempt from registration pursuant to Rule 506 of Regulation D, assuming the truth and accuracy of the Investor Representation Statements executed by the Share Consideration Recipients.

  • The Escrow Amount shall constitute security for the indemnification obligations of the Merger Consideration Recipients pursuant to Article 8, and shall be held in and distributed in accordance with the provisions of the Escrow Agreement.

  • If, for any reason, amounts from the Escrow Fund are to be distributed to the Merger Consideration Recipients after Claims have been offset against Earnout Consideration, then future distributions of amounts from the Escrow Fund or of Earnout Consideration to Merger Consideration Recipients shall be allocated such that payment of Claims are charged first against the Escrow Fund and then against the Earnout Consideration.

  • The receipt of the Closing Consideration is further subject to the execution of Lock Up Agreements (as defined in Section 1.6) by the Contribution Consideration Recipients pursuant to Section 1.6. The Closing Stock Consideration to be issued to the Members shall be issued at the Closing.

  • Claims payable by way of recovery directly from Merger Consideration Recipients will be satisfied based on a pro rata percentage of Merger Consideration received by each Merger Consideration Recipient, as calculated by Acquirer in consultation with Merger Consideration Recipients’ Agent.

  • Parent acknowledges that the possibility of receiving all or a portion of the amount provided for in this Section 2.02 comprises a material inducement for the Company and Earn-Out Consideration Recipients to enter into this Agreement and consummate the transactions contemplated hereby.

  • At the time of such distribution, the Shareholders' Representative shall certify in writing to Purchasers the names, addresses and amounts to be received by the Merger Consideration Recipients.

  • In light of that briefing and the PD and APD issued in that proceeding, there is no need for additional briefing in this proceeding.

  • The Company and its Subsidiaries are indemnified under the Loon Mountain Acquisition Agreement by the Merger Consideration Recipients (as such term is defined in the Loon Mountain Acquisition Agreement) for certain liabilities in respect of taxes (and all related penalties and other amounts) of the Loon Mountain Subsidiary.

  • The Representative and Parent shall, in such Joint Written Direction, direct the Escrow Agent to release to the Consideration Recipients and the UK Acquiror or its designee an amount of the remaining Escrowed Property in the Secondary Escrow Account, if any, not required to satisfy the total maximum amount of any unresolved, unsatisfied or disputed Claimed Amounts.


More Definitions of Consideration Recipients

Consideration Recipients means the Stockholders and the Amended SAR Holders. “Contract” means any binding contract, agreement, understanding, arrangement or commitment, written or oral.
Sample 1
Consideration Recipients shall have the meaning set forth in Section 10.11(a).
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Related to Consideration Recipients

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

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

  • Sub-Recipient means a partner, joint venturer, director, employee, agent and subcontractors of a Recipient to whom a Recipient must disclose Confidential Information.

  • Eligible Recipients means all Employees, all Non-Employee Directors and all Consultants.

  • Permitted Recipients means the parties to this agreement, the employees of each party and any third parties engaged to perform obligations in connection with this Agreement;

  • Intended Recipient means any person or party to whom any Messages are intended by the sender to be sent through or incidental to any of the Tradelink Services.

  • Grant Recipient means the national government or a national government entity authorised to control or spend money under this Act or an incorporated or unincorporated body not otherwise authorised to control or spend money under this Act;

  • Designated recipient means a person chosen by a user using an online tool to administer digital assets of the user.

  • Prime Recipient means a Colorado State agency or institution of higher education that receives an Award.

  • Recipient Party means the Party which receives Confidential Information from the other Party.

  • Designated User means any person(s) that you authorise as users of your Broadband service.

  • Payment Recipient has the meaning assigned to it in Section 11.12(a).

  • Receiving Party Personnel has the meaning set forth in Section 37(d).

  • 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.

  • Recipients has the meaning set forth in Section 7.1.

  • Lender Recipient Party means collectively, the Lenders, the Swing Line Lender and the L/C Issuer.

  • Designated mental health professional means a mental health

  • Company Personnel means any current or former officer, employee, director or consultant of the Company or any of its Subsidiaries.

  • Primary recipient means any recipi- ent which is authorized or required to extend or distribute Federal financial assistance to another recipient.

  • Subrecipient Parent DUNS Number means the subrecipient parent organization’s 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award Management (SAM) profile, if applicable.

  • 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.

  • Company Service Provider means an employee, individual consultant, individual independent contractor, individual self-employed contractor, leased or temporary employee or director of the Company or any of its Subsidiaries.

  • DoD recognized unique identification equivalent means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at http://www.acq.osd.mil/dpap/pdi/uid/iuid_equivalents.html.

  • Non-Participating Clinical Professional Counselor means a Clinical Professional Counselor who does not have a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.

  • Data Recipient means the party (being either the Association or #[Party 2], as appropriate) to whom Data is disclosed;

  • Subrecipient means a non-Federal entity receiving an Award from a Recipient to carry out part of a Federal program. The term does not include an individual who is a beneficiary of such program.