GP Consideration definition

GP Consideration shall have the meaning set forth in Section 1.2(a).
Sample 1Sample 2Sample 3
GP Consideration means 12,914 general partner units of the Partnership.
Sample 1Sample 2
GP Consideration means 21,392 general partner units of the Partnership.
Sample 1

Examples of GP Consideration in a sentence

  • The Recipient Parties shall have delivered the Cash Consideration, the Unit Consideration and the GP Consideration in accordance with Section 3.3.

  • For avoidance of doubt, adjustments and other payments pursuant to this Section 3.5 shall not constitute adjustments of the Cash Consideration, Unit Consideration or GP Consideration.

  • The Parties agree to treat all payments made pursuant to this Article IX as adjustments to the SET Consideration and MLP GP Consideration, as applicable, for Tax purposes.

  • The aggregate consideration payable by the Buyer to Cheniere GP Seller in exchange for the assignment of the Cheniere GP Interests at Closing shall be $1,000 (the “GP Consideration”) and to Cheniere LP Seller in exchange for the assignment of the CCTP LP Interests at Closing shall be $479,999,000 (the “LP Consideration” and, together with the GP Consideration, the “Cash Consideration”).

  • The General Partner acknowledges that the GP Consideration Units are being issued pursuant to an exemption from the Securities Act of 1933, as amended (the "Securities Act").

  • In consideration for the contribution of the MGR Interest, the Partnership shall (i) distribute to WGR Holdings at Closing the Cash Consideration, (ii) issue to WGR Holdings at Closing the Unit Consideration, and (iii) issue to the General Partner the GP Consideration.

  • The General Partner Units and Incentive Distribution Rights converted into the right to receive the GP Consideration pursuant to this Section 2.1(c) shall cease to be outstanding and shall be canceled and retired and shall cease to exist.

  • Coda is the sole stockholder (record and beneficial) of Holdings and has good and marketable title to the Holdings Shares and the absolute right to exchange the Holdings Shares held by Coda for the GP Consideration in accordance with the terms hereof, free and clear of all liens, pledges, encumbrances and/or adverse claims of any kind.

  • In consideration for the contribution of the System Assets, the Partnership shall (a) distribute to WGR Holdings at Closing the Cash Consideration, (b) issue to WGR Holdings at Closing the Unit Consideration and (c) issue to the General Partner at Closing the GP Consideration.

  • The General Partner is acquiring the GP Consideration Units for its own account and without a view to the distribution thereof.


More Definitions of GP Consideration

GP Consideration has the meaning ascribed to it in Section 2.2(a)(i) below.
Sample 1
GP Consideration means 7,172 general partner units of the Partnership.
Sample 1
GP Consideration has the meaning assigned to such term in Section 2.2.
Sample 1
GP Consideration shall have the meaning set forth in Section 2.3.
Sample 1
GP Consideration means the aggregate consideration payable to Mohawk Master GP for the GP Units as further described in the Plan of Arrangement.
Sample 1
GP Consideration means 60,210 general partner units of the Partnership.
Sample 1

Related to GP Consideration

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

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

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

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

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

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • 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.

  • 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.

  • 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 $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

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

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • 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.

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Additional Consideration has the meaning set forth in Section 3.2.

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

  • 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.

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

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

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

  • 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.

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).