Gross Consideration definition

Gross Consideration means all cash and non-cash consideration (e.g., securities).

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Gross Consideration means the value of any cash, the Market Value of any securities that are listed on a national securities exchange and the value of any securities redeemable for cash.

Gross Consideration means the sum of (a) all cash consideration paid to Parent or its Affiliates during the CVR Term in connection with any SARD Deal or SARM Deal (including with respect to any purchase of equity securities of Parent or its Affiliates in connection with a SARD Deal or SARM Deal, the portion of consideration paid to Parent or its Affiliates that exceeds the fair market value of such equity securities at the time of purchase), but excluding any Excluded SARM Consideration, plus (b) with respect to non-cash consideration received by Parent or its Affiliates during the CVR Term in connection with any SARD Deal or SARM Deal, all amounts received by Parent and its Affiliates for such non-cash consideration at the time such non-cash consideration is monetized by the Parent or its Affiliates (which amounts will be subject to payment to the Rights Agent when such non-cash consideration is monetized and such amounts are received by Parent or any of its Affiliates). If a SARD Deal involves assets that are not related to SARD Technology or SARD Products but are related to other proprietary technology, products or assets of Parent or its Affiliates, or if a SARM Deal involves assets that are not related to SARM Technology or SARM Products but are related to other proprietary technology, products or assets of Parent or its Affiliates, then the total consideration will be allocated between all such technology, products and assets, and only that consideration allocated to the SARD Technology, SARD Products, SARM Technology and SARM Products will be included in Gross Consideration.

Examples of Gross Consideration in a sentence

• For clarity, to the extent that any non-cash consideration in Gross Consideration is monetized after the end of the CVR Term, Parent will include a description of such non-cash consideration in the CVR Payment Statement for the CVR Payment Period in which it is received, and will make the applicable payment to the Rights Agent upon monetization of such non-cash consideration (regardless of whether such monetization occurs after the end of the CVR Term).

• For further clarity, following a SARD Deal or a SARM Deal, any sale of SARD Products or SARM Products by the counterparty to such SARD Deal or SARM Deal will not be included in Net Sales, and Parent shall not be obligated to make any payments to the Rights Agent regarding Net Sales Proceeds based on such sales (it being understood that payments made by such counterparty to Parent or its Affiliates based on such sales will be included in Gross Consideration).

• It is the express intention of the parties that the total consideration to be paid by First Guaranty pursuant to this Agreement for the Premier Common Stock, by the application of the various definitions relating to Gross Consideration, will be comprised of fifty percent (50%) First Guaranty Common Stock and fifty percent (50%) cash.

• As the primary individuals responsible for the development and enhancement of curriculum, faculty are expected to identify courses which may be appropriately offered in e-learning formats.

• Barth agrees to pay to Schmitt, his heirs, agents, assignees ▇▇ ▇evisees, eight percent ▇▇ ▇▇▇ Gross Consideration received by him or his permitted assignees as result of his ownership of the Patent Pending, resulting Patent or any derivative or modified patent, product or design (Derivatives).

More Definitions of Gross Consideration

Gross Consideration means the gross amount and form of consideration on a per share basis that would be received in respect of each share of Common Stock as reflected in the applicable Change of Control Transaction definitive agreement and related documentation assuming that all Warrant Shares were issued and outstanding as of immediately prior to the consummation of such Change of Control Transaction.

Gross Consideration means, after the retention of an aggregate amount equal to $500,000 by Parent or its Affiliates from the proceeds of a Gemcabene Deal or the Beijing SL Transaction, an amount equal to 80% of the following amounts: (a) all cash consideration paid by a Third Party to Parent or its Affiliates during the CVR Term in connection with any Gemcabene Deal or the Beijing SL Transaction (including royalty payments, but not including, in the case of the Beijing SL Transaction, the $2,500,000 upfront payment), plus (b) with respect to any non-cash consideration received by Parent or its Affiliates from a Third Party during the CVR Term in connection with any Gemcabene Deal or the Beijing SL Transaction, all amounts received by Parent and its Affiliates for such non-cash consideration at the time such non-cash consideration is monetized by the Parent or its Affiliates (which amounts will be subject to payment to the Rights Agent when such non-cash consideration is monetized and such amounts are received by Parent or any of its Affiliates). If a Gemcabene Deal or Beijing SL Transaction also involves assets that are not related to Gemcabene Technology but are related to other proprietary technology, products or assets of Parent or its Affiliates, then the total consideration will be allocated between all such technology, products and assets, and only that consideration allocated to the Gemcabene Technology will be included in Gross Consideration.

Gross Consideration means: (1) in the case of any Sale, the amount of Net Sales Proceeds specifically identified and distributed to Stockholders as a result thereof; (2) in the case of a Listing, the Market Value; or (3) in the case of a merger, reorganization, business combination, share exchange or acquisition pursuant to which the Stockholders receive the securities of another issuer that are listed on a national securities exchange, the Market Value of those securities and in the case of any other merger, reorganization, business combination, share exchange or acquisition, the gross consideration as reflected in the documents governing the transaction.

Gross Consideration means $140,000,000.

Gross Consideration means the total value of all consideration (including cash, securities or interests (including, without limitation, warrants, options and stock appreciation rights, whether or not vested or issued at the closing of a Transaction, notes, security rights, escrow amounts, contingent payments or other property) paid or received or to be paid or received, directly or indirectly, by the Company or any of its equity holders (other than, in each case, payments of interest or dividends) in connection with a Company Sale (whether paid at the closing of the Company Sale or thereafter), including the principal amount of any debt (including capitalized leases) of the Company assumed (or in the case of a sale of stock, all debt that is maintained by buyer or the surviving entity), refinanced or extinguished in connection with the Company Sale but excluding licensing fees and royalties that are not contemplated as consideration for the Company Sale. Gross Consideration also includes the value of any real estate owned by the Company sold, or sold and leased back, in the aforementioned Company Sale. If any portion of Gross Consideration is payable in the form of securities or other non-cash consideration that do not have an existing public market, the Buyout Bonus will be determined based on the fair market value of such securities/consideration as mutually agreed upon in good faith by the Executive and the Company prior to the closing of the Company Sale. The Gross Consideration relating to contingent payments, other than escrowed amounts, will be calculated based on the present value of the reasonably expected maximum amount of such contingent payments as determined in good faith by the Executive and the Company prior to the closing of a Company Sale, but in any event shall not be less than eighty five percent (85%) of the potential maximum amount attributable to such contingent payments. Notwithstanding anything to the contrary contained herein, the Bonuses shall be deemed earned when the required milestone or threshold is achieved. The determinations of the Board or its compensation committee with respect to Bonuses will be final and binding.

Gross Consideration means has the meaning set forth in the Merger Agreement.

Gross Consideration has the meaning set forth in Section 2.05(a).