First Deferred Consideration definition

First Deferred Consideration has the meaning attributed to that term in Section 2.3(2)(b).
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First Deferred Consideration has the meaning given to it in Clause 3.2(b);
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First Deferred Consideration refers to, in the aggregate, the First Deferred Cash Consideration and the First Additional Deferred Cash Consideration or the First Deferred Share Consideration, as the case may be. In the event that the Participating DMG Shareholders elect to receive the First Deferred Share Consideration, the number of ordinary shares of VisionChina representing the First Deferred Share Consideration shall be equal to the quotient of US$10,000,000 divided by the higher of (A) 125% of the Initial Conversion Price and (B) 80% of the average of the closing sales prices for one ADS as reported on the Nasdaq Global Market for the twenty (20) consecutive trading days ending (and including) two trading days prior to the First Deferred Payment Date. The First Deferred Consideration shall be allocated among the Participating DMG Shareholders in accordance with the Closing Allocation Schedule.
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Examples of First Deferred Consideration in a sentence

  • If the responsible party in accordance with the foregoing sentence is the Shareholder Committee, such fees and expenses shall be deducted from the First Deferred Consideration or the Second Deferred Consideration, depending on the date of determination of such fees and expenses.

  • Accordingly, the First Deferred Consideration, Second Deferred Consideration and Third Deferred Consideration as described under the paragraph headed “Deferred Consideration” on page 9 of the Score Value Circular have not been paid to the vendors of Score Value.

  • As disclosed in the Circular, it was agreed in the Agreement that the First Deferred Consideration would be paid by the Company to the Vendors within 30 days of the issuance by the auditors of the SPV of the audited consolidated financial statements of the SPV in accordance with the conditions stated therein.

  • The Company promises to pay the principal in full on the First Deferred Consideration Date, provided that the Company may at any time prepay the principal or any part of it without premium or penalty at any time.

  • However, if Onça does not elect to pay the First Deferred Consideration and/or Second Deferred Consideration then the 100% interest in the New Project will be transferred back to the Vendor and Onça will forfeit all consideration paid to the Vendor to date.

  • This approach will provide support in understanding the various program rules and assistance in determining eligibility.

  • Time series ofescapement for CV spring-run Chinook salmon populations.

  • If Buyer makes any reasonably necessary or prudent capital contributions to Company during the First Deferred Consideration Period, it shall notify Seller within five (5) Business Days and the Free Cash Flow for such Deferred Consideration Period shall be reduced by an amount equal to 49% of the sum of such capital contributions.

  • When all such Claims by the Purchaser have been agreed or determined and all payments relating to such Claims (including costs) have been made in full to the Purchaser, either by a set-off of such portion of the First Deferred Consideration or Second Deferred Consideration or otherwise, the remaining Withheld Amount, if any, shall be paid to the Seller.

  • The First Deferred Consideration shall be allocated among the Participating DMG Shareholders in accordance with the Closing Allocation Schedule.


More Definitions of First Deferred Consideration

First Deferred Consideration has the meaning ascribed to it under the Circular “Formal Sale and Purchase Agreement” an agreement dated 28 March 2008 entered into by and between ELHK, ELIH, ELZS, the Company, the SPV and the Guarantors, as amended, modified or supplemented from time to time, in relation to the Acquisition “Fourth Supplemental Agreement” an agreement dated 21 December 2009 among the parties to the Formal Sale and Purchase Agreement pursuant to which, among other things, the parties therein conditionally made amendments to certain condition subsequent to the Formal Sale and Purchase Agreement
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Related to First Deferred Consideration

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

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

  • Class PO Deferred Amount As to any Distribution Date, the aggregate of the applicable PO Percentage of each Realized Loss, other than any Excess Loss, to be allocated to the Class PO Certificates on such Distribution Date on or prior to the Senior Credit Support Depletion Date or previously allocated to the Class PO Certificates and not yet paid to the Holders of the Class PO Certificates.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Class A-PO Deferred Amount For any Distribution Date prior to the Subordination Depletion Date, the difference between (A) the sum of (x) the amount by which the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution Dates exceeded the amounts distributed on the Class A-PO Certificates on such prior Distribution Dates pursuant to Paragraph third clause (2) of Section 4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which became a Liquidated Loan at any time on or prior to the last day of the Applicable Unscheduled Principal Receipt Period for Full Unscheduled Principal Receipts for the current Distribution Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount equal to the principal portion of Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such Discount Mortgage Loan and (B) the sum of (x) the sum of the Class A-PO Recoveries for such Distribution Date and prior Distribution Dates and (y) amounts distributed on the Class A-PO Certificates on prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and after the Subordination Depletion Date, the Class A-PO Deferred Amount will be zero. No interest will accrue on any Class A-PO Deferred Amount.

  • Reinvestment Deferred Amount with respect to any Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or any of its Subsidiaries in connection therewith that are not applied to prepay the Loans pursuant to Section 2.10(b) as a result of the delivery of a Reinvestment Notice.

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

  • Deferred Purchase Price shall have the meaning set forth in Section 2(a).

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

  • Net Deferred Interest With respect to each Loan Group and any Distribution Date, the greater of (i) the excess, if any, of the Deferred Interest for the related Due Date over the aggregate amount of any principal prepayments in part or in full received during the related Prepayment Period and (ii) zero.

  • Deferred Payment means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits, that in each case, when considered together, are considered deferred compensation under Section 409A.

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

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

  • Deferred Compensation Account means the account maintained with respect to each Participant under the Plan. The Deferred Compensation Account shall be credited with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. The Deferred Compensation Account of a Participant shall include any In-Service or Education Account of the Participant, if applicable.

  • 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.

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

  • Deferred Stock Account means a bookkeeping account maintained by the Company for a Participant representing the Participant's interest in the shares credited to such Deferred Stock Account pursuant to Paragraph 7 hereof.

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

  • Deferred Payments means any severance pay or benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries) pursuant to this Agreement and any other severance payments or separation benefits to be paid or provided to Executive (or Executive’s estate or beneficiaries), that in each case, when considered together, are considered deferred compensation under Section 409A.

  • 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.

  • Nonqualified deferred compensation plan means a compensation plan described in Section 3121(v)(2)(C) of the Internal Revenue Code.

  • Deferred Share means a Share which by its terms of issue is a deferred share as defined in the Statutes and includes a permanent interest bearing share and a Core Capital Deferred Share;

  • 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.

  • Deferred Amount With respect to any Distribution Date and each Class of the Subordinate Certificates, the amount by which (x) the aggregate of Applied Loss Amounts previously applied in reduction of the Class Principal Amount thereof exceeds (y) the sum of (1) the aggregate of amounts previously reimbursed in respect thereof and (2) the amount by which the Class Principal Amount of such Class has been increased due to any Subsequent Recovery.

  • Company Contribution Account means (i) the sum of the Participant’s Company Contribution Amounts, plus (ii) amounts credited or debited to the Participant’s Company Contribution Account in accordance with this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Participant’s Company Contribution Account.

  • 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.