Contingent Share Consideration definition

Contingent Share Consideration means the consideration for the Series I Shares specified in Section 2.3(d).
Sample 1Sample 2
Contingent Share Consideration is defined in Section 2.10(a)(iv).
Sample 1
Contingent Share Consideration has the meaning set forth in Section 1.12(a).
Sample 1

Examples of Contingent Share Consideration in a sentence

  • The Acquisition Price consists of two components: (i) the initial share consideration (the "Initial Share Consideration") and (ii) the contingent share consideration (the "Contingent Share Consideration").

  • For example, if the MGP Net Income for the year 2000 is $5,100,000 ($5,875,000 of revenues less $775,000) then the Contingent Share Consideration will be equal to 350,000 Contingent Shares.

  • If a Change of Control of PubCo is consummated prior to the fifth (5th) Business Day after the date on which PubCo files its annual report on Form 20-F for the year ended December 31, 2024, PubCo shall issue or cause to be issued to the Company Shareholder 10,000,000 PubCo Shares less any 2023 Contingent Share Consideration which has been issued to Company Shareholder pursuant to Section 8.25(c)(i).

  • Neither the exercise of the Assumed Options nor the continued employment of an Interest Holder with the Surviving Company shall be a condition to the delivery to the holders of Assumed Options of any portion of the Maximum Contingent Share Consideration.

  • For purposes of calculating the number of shares of Contingent Share Consideration to be released from escrow to pay for Damages to which Parent Indemnified Parties are finally determined to be entitled, the Contingent Share Consideration shall be deemed to have a per share value equal to the Contingent Share Consideration Price.

  • If QSV merges with the Company following receipt of either the Initial Share Consideration or the Contingent Share Consideration, QSV shall be entitled to receive, in exchange for its outstanding capital stock, the number of shares of Common Stock for which the Units and/or OP Units held by QSV at such time would be exchangeable pursuant to the terms of the Master Partnership Agreement or Operating Partnership Agreement, as applicable.

  • Each share of Common Stock held by a Stockholder surrendered in accordance with Section 1.6 will be canceled and extinguished and be converted automatically into the right to receive Raptor Common Stock in the amount of the Per Share First Share Consideration and, subject to achievement of a Trigger Event (as hereinafter defined), the Per Share Contingent Share Consideration, in accordance with Appendix B.

  • At the Effective Time, Martek will have sufficient number of authorized (and otherwise unreserved) shares of Martek Common Stock to cover the Initial Share Consideration and the Maximum Contingent Share Consideration.

  • Regardless of how the Conversion is effected, QSV shall have the right, exercisable at any time prior to the ______ anniversary hereof, to merge directly into the Company and receive the Initial Share Consideration and/or the Contingent Share Consideration in shares of Common Stock, provided that such merger will not adversely affect the Company's ability to qualify as a "real estate investment trust" under the provisions of the Internal Revenue Code of 1986, as amended.

  • Current procedures allow for penalties to be assessed for $3,050 per day up to $10,000 per day for noncompliance that constitutes immediate jeopardy to patient health and safety, while penalties of $50 to $3,000 per day may be imposed where immediate jeopardy does not exist.

Related to Contingent Share Consideration

  • Share Consideration has the meaning given to it in Section 2.2;

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

  • Contingent Consideration has the meaning set forth in Section 1.6.

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

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

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

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

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

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Aggregate Stock Consideration is defined in Section 2.05C.

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

  • Scheme Consideration means, in respect of:

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

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

  • 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 $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

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

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.