Deemed Consideration definition

Deemed Consideration means the aggregate consideration received or deemed received by the Company with respect to the Company's issuance of a Convertible Security or Option (a "Deemed Issuance of Common Stock"), determined by adding (i) the aggregate amount, if any, received or receivable by the Company as consideration in respect of the issuance of Options and/or Convertible Securities constituting such Deemed Issuance of Common Stock, and (ii) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the full exercise of the Options (and if Options to acquire Convertible Securities, upon full exercise of the conversion rights with respect to such Convertible Securities) and upon full conversion of the Convertible Securities in order to acquire the underlying shares of Common Stock.
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Deemed Consideration at any time means (i) the Initial Consideration, plus (ii) the aggregate amount of Additional Consideration paid or payable as of such time, and minus (iii) the aggregate Payback Amount paid or payable as of such time.
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Deemed Consideration means the aggregate consideration -------------------- received and deemed to be received by the Company in respect of a Deemed Issuance of Common Stock, determined by adding (x) the aggregate amount, if any, received or receivable by the Company as consideration in respect of the Issuance of Rights or Convertibles constituting such Deemed Issuance of Common Stock and (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the Full Exercise of all Rights or Convertibles necessary in order to obtain the Shares Deemed Issued in such Deemed Issuance of Common Stock;
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Examples of Deemed Consideration in a sentence

  • Deemed Consideration under Capital Gains & Other Sources The finance bill proposes to amend section 50C & 56 (2)(x)in respect of sale of Land and Buildings or transactions covered u/s 56(2)(x) so as to allow a variation of 5% in case of difference in transaction value adopted and stamp duty value.

  • The fair value of the Deemed Consideration was determined based on the number of the Company’s shares outstanding immediately prior to the Acquisition of 4,048,962,525 shares and the share price of HK$1.24 per share, which is determined by reference to the closing share price of the Company at the date of completion of the Acquisition.

  • Accordingly, the Deemed Consideration for the Acquisition is approximately HK$5,020,714,000 (equivalent to RMB4,251,391,000).

  • The fair value hierarchy of the input (i.e. share price of the Company) to determine fair value of the Deemed Consideration is categorised under Level 1 by reference to the quoted bid price of the Company in an active market.19.

  • Note 3(a): Deemed Consideration for reverse acquisition The deemed consideration was the issue of 55,000,000 shares and 75,000,000 class A performance shares in zipMoney Ltd (legal parent) to the shareholders of zipMoney Payments Group and is deemed to have a value of $2,572,525.

  • The Actual Consideration received by the Company in respect of an Actual Issuance of Common Stock or the Deemed Consideration received and/or deemed received by the Company in respect of a Deemed Issuance of Common Stock.

  • With respect to the issuance of any Common Stock Equivalents, the Issuance Price shall be calculated by dividing the Deemed Consideration by the Deemed Number.

  • With respect to the issuance of any Common Stock Equivalents and Common Stock, the Issuance Price shall be calculated by dividing (A) the sum of (I) the amount of consideration received by the Company for the Common Stock and (II) the Deemed Consideration by (B) the sum of (I) the number of shares of Common Stock sold in such transaction and (II) the Deemed Number.

  • The payment of the Deemed Consideration Price to the unitholders will be made as soon as practicable following the registration of the amended Trust Deed.

  • In the event that the Group has secured sufficient financial resources from the proposed Placing and Subscription and further to the business development of the JV Company, it is the intention of the Group to invest approximately HK$230 million in the JV Company, with HK$80 million of which for the honey and related products trading business and HK$150 million as Shareholder’s loan to the JV Company for setting up its owned production lines and facilities in New Zealand.


More Definitions of Deemed Consideration

Deemed Consideration means the aggregate consideration received or --------------------- deemed received by the Company with respect to a Deemed Issuance of Common Stock, determined by adding (i) the aggregate amount, if any, received or receivable by the Company as consideration in respect of the issuance of Options and/or Convertible Securities constituting such Deemed Issuance of Common Stock, and (ii) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the full exercise of the Options (and if Options to acquire Convertible Securities, upon full exercise of the conversion rights with respect to such Convertible Securities) and upon full conversion of the Convertible Securities in order to acquire the underlying shares of Common Stock.
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Deemed Consideration means the aggregate consideration received or deemed received by the Company with respect to a Deemed Issuance of Common Stock, determined by adding (i) the aggregate amount, if any, received or receivable by the Company as consideration in respect of the issuance of Options and/or Convertible Securities constituting such Deemed Issuance of Common Stock, and (ii) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the full exercise of the Options (and if Options to acquire Convertible Securities, upon full exercise of the conversion rights with respect to such Convertible Securities) and upon full conversion of the Convertible Securities in order to acquire the underlying shares of Common Stock.
Sample 1
Deemed Consideration means the aggregate consideration received -------------------- or deemed received by the Borrower with respect to a Deemed Issuance of Shares, determined by adding (i) the aggregate amount, if any, received or receivable by the Borrower as consideration in respect of the issuance of Options and/or Convertible Securities constituting such Deemed Issuance of Shares, and (ii) the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the full exercise of the Options (and if Options to acquire Convertible Securities, upon full exercise of the conversion rights with respect to such Convertible Securities) and upon full conversion of the Convertible Securities in order to acquire the underlying Shares.
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Related to Deemed Consideration

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • 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.

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

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

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

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

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

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

  • 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.

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

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

  • Cash Consideration has the meaning set forth in Section 2.2.

  • 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.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Designated Noncash Consideration means the Fair Market Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

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