Debt Consideration as defined in Section 2.1(a).
Debt Consideration means, with respect to any Acquisition or Investment, the aggregate amount, without duplication, of all Indebtedness and Contingent Obligations which would appear on a balance sheet of the Person subject to such
Debt Consideration means an amount equal to $500,000,000.
Examples of Debt Consideration in a sentence
At Completion, the Purchaser has paid the Provisional Share Consideration and the Debt Consideration to the respective parties as stated in the paragraph headed “Consideration and Payment Terms” above.
The total consideration for the Disposal shall be the aggregate of the Share Consideration and the Debt Consideration.
More Definitions of Debt Consideration
Debt Consideration shall consist of a promissory note (the “Note”), in form and substance reasonably acceptable to Buyer and Seller, issued by Buyer in the amount of $5,600,000, which Note shall not bear interest and shall be subordinated to any other debt instruments issued by Buyer.
Debt Consideration means, with respect to any Acquisition or Investment, the aggregate amount, without duplication, of all Indebtedness and Contingent Obligations which would appear on a balance sheet of the Person subject to such 12 Acquisition or Investment immediately after giving effect to such Acquisition or Investment to the extent such Indebtedness or Contingent Obligation is a recourse obligation of the Person making such Investment or consummating such Acquisition.
Debt Consideration has the meaning set forth in Section 16.2(g).
Debt Consideration means an aggregate debt consideration of $30,000,000 paid or distributed as follows: (i) [Redacted – Confidential Information], subject to any Working Capital Adjustment pursuant to Section 2.06, to MGM on behalf of the Company as the debt portion of the MGM Termination Fee; and (ii) $29,250,000, subject to any Working Capital Adjustment pursuant to Section 2.06, on a pro rata basis to each Company Shareholder, as applicable, including Electing Company Common Shareholders, resulting in an amount equal to $1.0357 per Company Share, intended to be structured as a share purchase from the Electing Company Common Shareholders and a return of capital and/or dividend from the Company for the Remaining Company Shareholders, such debt to be payable by the Purchaser, directly or indirectly, one year from the closing of the Business Combination, provided that no less than 50% of any net proceeds received by the Purchaser in any equity or certain debt financing (as defined in the indenture referenced below) completed by the Purchaser following execution of this Agreement, shall be utilized to pay down the Debt Consideration. The Debt Consideration shall bear interest at the rate of 4% per annum and may be repayable by the Purchaser at any time without notice or penalty and be subject to the terms of an indenture to be entered into between the Purchaser, the Company and an indenture trustee concurrently with the completion of the Share Exchanges. The indenture shall also provide that the Purchaser shall not, and shall not permit any direct or indirect subsidiary, whether existing as at the date hereof or formed or acquired after the date hereof, to incur any additional debt other than: (i) a credit facility for working capital purposes not to exceed an aggregate principal amount of $5 million; (ii) investment based debt financing pursuant to which no less than 50% of the net proceeds is utilized to pay down the Debt Consideration; (iii) debt in connection with future acquisitions where the lender has agreed to subordinate their debt to the Debt Consideration; and
Debt Consideration means a sum of money due under the terms of a note, contract, agreement, or other instrument that is neither convertible into common or preferred stock nor or listed for trading on a national of any country or regional stock exchange within the United States or quoted on the Nasdaq National or Nasdaq Small Cap over-the-counter markets, received by Licensee and/or any one (1) or more Maxpop Shareholders, or to which Licensee and/or any one (1) or more Maxpop Shareholders have a right to receive, as consideration for an Acquisition.
Debt Consideration shall have the meaning set forth in Section 5.4(d).
Debt Consideration has the meaning set forth in Section 2(c) below.