Exit Consideration definition

Exit Consideration means the total consideration actually received by, or distributed to, the Company and/or its shareholders in connection with an Exit Event, of any nature, including, without limitation, all cash, securities or other property which is received by Company or its shareholders in consideration of and in connection with such Exit Event. For the avoidance of doubt, in an Exit Event that is a merger or acquisition type transaction, the Exit Consideration will be a function of the total consideration received by, or distributed to, the shareholders and in an Exit Event that is an IPO, the Exit Consideration will be a function of the total consideration received by, or distributed to, the Company.
Sample 1Sample 2Sample 3
Exit Consideration means the total consideration paid to, received by, or distributed to, the Company and/or its shareholders and/or its Affiliates in connection with an Exit Event, of any nature, including, without limitation, all cash, securities or other property which is received by Company and/or its shareholders in connection with such Exit Event.
Sample 1Sample 2
Exit Consideration has the meaning as set out in Section 6.1.
Sample 1

Examples of Exit Consideration in a sentence

  • Upon the occurrence of the first Exit Event, if such Exit Event is not an IPO, Company shall pay the Licensors, through the Leading Licensor, an amount equal to the Exit Percentage set forth in the table below multiplied by the Exit Consideration.

  • Payment of an Exit Consideration shall be made within 30 days of the receipt by the Company or its shareholders of the Exit Consideration and against a dully issued invoice.

  • All other terms and conditions of this Agreement shall remain unchanged and unaffected, including, without limitations, that the License is non-sublicensable and non-transferable and the obligation to pay the Exit Consideration.

  • Isorad shall be entitled to a fee equal to 1% of the Exit Consideration (the “Exit Fee”) of two Exit Events (i.e. twice) at its choice.

  • The Company will notify Isorad of the Exit Event at least 30 days prior to its closing, or as soon as possible, if it is not legally possible or practical to do so, with full details of the Exit Event and Exit Consideration.

  • Exit Consideration will be paid to Isorad in respect to each Exit Event, in case of multiple Exit Events.

  • Upon the occurrence of the first Exit Event after the closing of the Business Combination, Company shall pay Isorad an amount equal to one and a half percent (1.5%) of the Exit Consideration.

  • Upon the occurrence of an the first Exit Event, Company shall pay Isorad an amount equal to one percent (1%) of the Exit Consideration; and Upon the occurrence of the second Exit Event, Company shall pay Isorad an amount equal to two percent (2%) of the Exit Consideration.

  • Sellers irrevocably waive any right, whether statutory or contractual, to claim or receive any payment in excess of the Exit Consideration, and Sellers shall repay (zurückzahlen) any monies received and exceeding the Exit Consideration, for which Vendors shall be jointly and severally liable (“Excess Waiver”).

  • Upon the occurrence of an Exit Event, Company shall pay Isorad an amount equal to one percent (1%) of the Exit Consideration.


More Definitions of Exit Consideration

Exit Consideration means the following consideration to be received by RDC pursuant to an Exit:
Sample 1

Related to Exit Consideration

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

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

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

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

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

  • 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.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • 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.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • 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.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.