Debt Consideration definition

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 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

Examples of Debt Consideration in a sentence

• Such consideration shall be delivered to the Seller Trusts in two installments as follows: (i) the delivery of the Debt Consideration at the Initial Transfer (as defined in Section 2.5 below), and (ii) the delivery of the Stock Consideration and satisfaction of the Exchangeable Note at the Final Closing (as defined in Section 2.5 below).

• Specifically, subject to GWG’s acceptance as set forth above, MHT SPV shall acquire, for an aggregate purchase price of $150 million, (i) GWG Common Stock in an amount equal to 50% of the Consideration minus the Stock Consideration, and (ii) GWG L Bonds in an amount equal to 50% of the Consideration minus the Debt Consideration.

• Inasmuch as Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation was the only one of the three that was actively making a market in the Monitoring debt, the calculation of the value of the Debt Consideration was based solely upon the quotes provided by Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation.

• All of the representations and warranties in this Agreement or in any instrument, document or certificate delivered pursuant to this Agreement shall survive the Closing until the later of (i) the resale of the GWG Common Stock issued as Stock Consideration hereunder as contemplated by the Orderly Marketing Agreement, (ii) the satisfaction or refinancing of the GWG L Bonds issued as Debt Consideration pursuant to this Agreement, and (iii) the full satisfaction of all obligations under the Loan.

• At the Closing, the Purchaser will transfer to Protection One good and marketable title to all such Debt Consideration, free and clear of all Liens.

More Definitions of Debt Consideration

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 means an amount equal to $500,000,000.

Debt Consideration the consideration payable for repayment of the Bank Debt and the Intra Group Debt paid by the Purchaser on the Completion Date “Director(s)” director(s) of the Company

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 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 has the meaning set forth in Section 16.2(g).

Debt Consideration shall have the meaning set forth in Section 5.4(d).