Floating Consideration definition

Floating Consideration means, at the option of the Purchaser pursuant to the Floating Call Option notice in Exhibit B, either (i) the Floating Share Consideration; (ii) the Floating Cash Consideration; or (iii) a combination of clause (i) and (ii) in such amount as the Purchaser shall determine in accordance with Section 3.3(c); provided that in no circumstances shall the non-cash portion of the Aggregate Floating Consideration include Purchaser Shares in an amount greater than the Floating Share Maximum without the prior written consent of the Purchaser.
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Floating Consideration means, at the option of Canopy Growth pursuant to the Floating Call Option Exercise Notice, either (i) the Floating Share Consideratio Floating Cash Consideration; or (iii) a combination of (i) and (ii) in such amount as Canopy Growth shall determine in accordance Amended Plan of Arrangement; provided that in no circumstances shall the non-cash portion of the aggregate Floating Consideratio Canopy Growth Shares in an amount greater than the Floating Share Maximum without the prior written consent of Canopy Growth.
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Examples of Floating Consideration in a sentence

  • In the event of a Proportionate Election, with respect to the payment of Floating Consideration to the Floating Shareholders, each Floating Shareholder shall receive pursuant to Section 3.2(n)(iv) for each Floating Share held (i) the Share Proportion multiplied by the Floating Share Consideration; and (ii) the Cash Proportion multiplied by the Floating Cash Consideration.

  • Shareholders shall exchange their Floating Shares for the Floating Consideration (or, to the extent applicable, any Alternate Floating Consideration) in accordance with Section 3.2(n)(iv) of the Amended Plan of Arrangement.

  • On the Acquisition Date, the Purchaser shall issue to the holder of a Floating Share, for each Floating Share acquired, the Floating Consideration (or, to the extent applicable, any Alternate Floating Consideration), in accordance with Section 5.1 of the Amended Plan of Arrangement.

  • Certain factors that will affect the U.S. federal income tax treatment of the Merger and the transactions described in Section 3.2(n)(i) through Section 3.2(n)(xii) may not be determinable until the Acquisition Date, including whether the Purchaser exercises the Floating Call Option to acquire the Floating Shares and, if so, whether the Floating Consideration is paid in Floating Share Consideration, Floating Cash Consideration or a combination thereof.

  • Please clarify in the section titled "Q: What will I receive for my Floating Shares if Canopy Growth exercises the Floating Call Option?" that shareholders will not know at the time of the vote what Floating Consideration they will receive if Canopy Growth exercises the Floating Call Option.

Related to Floating Consideration

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

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

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

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

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

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

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

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

  • Base Consideration is defined in Section 2.2.

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

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • Cash Consideration has the meaning set forth 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 $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

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

  • 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.

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

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

  • 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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.