Exchange Consideration definition
Examples of Exchange Consideration in a sentence
The aggregate Exchange Consideration payable for the Units converted or exchanged by any Member pursuant to this Section 9.03 will be allocated among the Members participating in such conversion or exchange based upon the Liquidation Value of such Member’s Units so converted or exchanged.
The aggregate amount of all Losses for which Seller may be liable pursuant to Section 7.2(a) or 7.2(c) shall not exceed $3,000,000 (the “Cap”); provided, that with respect to any claims for breaches of any Special Representations, the Cap shall be equal to the Exchange Consideration.
For the avoidance of doubt, only the Exchange Consideration will be delivered into the Escrow Account and such shares only be released upon the terms and conditions set forth in Section 1.3 and the Escrow Agreement.
The Tag-Along Notice shall specify the Exchange Consideration per Class A Convertible Preferred Unit and the type of Equity Securities to be received.
As used in this Section 9.03, the “fair market value” of the Exchange Consideration and the amount of Exchange Consideration per Class P Unit shall be determined promptly in good faith by the Managing Member following the request of the Class P Member.