Deferred Consideration Right definition

Deferred Consideration Right with respect to each Interest means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Merged Partnership ("Liabilities Claims") and any amounts paid or subject to claims of the Surviving Partnership by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Merged Partnership which survive Closing (but only during the period of such survival) ("Indemnity Claims") multiplied by the percentage interest of the Interest in the Merged Partnership . As of the Effective Time, all Interests in the Merged Partnership shall cease to be outstanding and shall be canceled and each holder of an Interest shall, by virtue of the Merger, cease to have any rights with respect to the Merged Partnership or the Interests therein except the rights to receive the Conversion Price and the Deferred Consideration Rights with respect thereto, or the right, if any, to receive payment from the Surviving Partnership of cash equal to the fair value of his Interest in the Merged Partnership as provided in Section 121-1102 of the New York Law. The Surviving Partnership hereby agrees to comply, at its expense, with all payment and all other substantive and procedural obligations and requirements which must be complied with respect to Dissenting Partners, including, without limitation, Section 121-1102 of the New York Law. Notwithstanding anything to the contrary contained in this Agreement, (i) if and to the extent that the amount required to be paid to any Dissenting Partner exceeds the portion (the "Dissenting Partner Portion") of the Conversion Price which would have been paid to such partner of the Merged Partnership if such partner was not a Dissenting Partner, such excess amount shall be paid by the Surviving Partnership in addition to the Consideration, (ii) the Dissenting Partner Portion paid by the Surviving Partnership to Dissenting Partners shall be credited against the Conversion Price and (iii) in the event that the holders of more than 10% of the Interests are Dissenting Partners, the Surviving Partnership shall have the right to terminate this Agreement by giving written notice thereof to the Merged Partnership within ten (10) days after the Surviving Partnership receives notification thereof.
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Deferred Consideration Right means the right to receive the Reserve Amount less all amounts used to satisfy the current liabilities of the Company ("LIABILITIES CLAIMS") and any amounts paid or subject to claims of Home Properties by reason of a material breach or material misrepresentation of any representations, warranties, covenants or agreements of the Company which survive Closing (but only during the period of such survival) ("INDEMNITY CLAIMS").
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Examples of Deferred Consideration Right in a sentence

  • A Deferred Consideration Right does not confer on the Founder any right to vote on any resolution proposed at a general meeting of Family Zone.

  • At the Effecxxxx Xxxx xxch of the outstanding interests in the Merged Partnership (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below.

  • A Deferred Consideration Right does not confer on the Founder any right to receive a dividend by Family Zone, whether fixed or at the discretion of the directors of Family Zone.

  • Xx the Effective Time each of the outstanding interests in the Merged Partnership (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below.

  • At the Effxxxxxx Xxxx each of the outstanding interests in the Merged Partnership and the General Partnership Interest (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below.

  • At the Effective Time each of the outstanding interests in the Merged Partnership (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below.

  • At the Effectivx Xxxx xxxx of the outstanding interests in the Merged Partnership (the "Interests") shall automatically, by operation of law and without any action by the holders thereof, be converted into the right to receive the Conversion Price and the Deferred Consideration Right as provided below.

  • The Company's risk management strategy aims to actively monitor these mismatches to minimise the effects on interest rate risk.

Related to Deferred Consideration Right

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

  • Company Stock Option means any option to purchase one or more shares of the Company’s Common Stock granted under any of the Company Stock Plans.

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Company Stock Options shall have the meaning given to such term in Section 3.3(a) hereof.

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Company Stock Option Plans shall have the meaning set forth in Section 3.07(a).

  • Nonqualified Stock Option means an Option that is not an Incentive Stock Option.

  • Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

  • Company Stock Option Plan means each share option plan, share award plan, share appreciation right plan, phantom share plan, share option, other equity or equity-based compensation plan, equity or other equity based award to any employee, whether payable in cash, shares or otherwise (to the extent not issued pursuant to any of the foregoing plans), or other plan or contract of any nature with any employee pursuant to which any share, option, warrant or other right to purchase or acquire shares of the Company or right to payment based on the value of Company shares has been granted or otherwise issued.

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Non-Qualified Stock Option means any Stock Option that is not an Incentive Stock Option.

  • Stock Purchase Right means a right to purchase Common Stock pursuant to Section 11 below.

  • Stock Purchase Rights means any warrants, options or other rights to subscribe for, purchase or otherwise acquire any shares of Common Stock or any Convertible Securities.

  • Deferred Stock Units means the number of hypothetical Shares subject to an Election.

  • Rollover Option has the meaning set forth in Section 2.4(a).

  • Rollover Options has the meaning provided in Subsection 3.1(h).

  • Parent Equity Awards means Parent Options, Parent DSU Awards and Parent PSU Awards.

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

  • Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

  • Nonqualified Option means any Option that is not an Incentive Stock Option.

  • Stock Reload Option means any option granted under Section 6.3, below, as a result of the payment of the exercise price of a Stock Option and/or the withholding tax related thereto in the form of Stock owned by the Holder or the withholding of Stock by the Company.

  • Non-Qualified Share Option means an Option that is not intended to be an Incentive Share Option.

  • Deferred Stock Award means Awards granted pursuant to Section 8.

  • Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.

  • 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.

  • Option Payment shall have the meaning set forth in Section 3.4.