Holdback Equity Consideration definition

Holdback Equity Consideration means a number of ETP Common Units equal to the Cap divided by the Closing Date ETP Unit Price, rounded to the nearest whole ETP Common Unit with 0.5 or greater rounded up to the nearest whole ETP Common Unit.
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Holdback Equity Consideration means 1,500,000 newly issued shares of Buyer Parent Common Stock.
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Examples of Holdback Equity Consideration in a sentence

  • Until the Holdback Release Date, no Contributor shall sell, assign, transfer any of the Holdback Equity Consideration or permit the creation of any Lien (other than any Lien created hereunder) upon the Holdback Equity Consideration.

  • On the Holdback Release Date, the remaining Holdback Equity Consideration after giving effect to any indemnification payments under Section 14.4 shall be released to each Contributor in proportion to such Contributor’s Pro Rata Share of the ETP Equity Consideration set forth on the Allocation Schedule.

  • A duly executed instruction letter to the ETP Transfer Agent, in form and substance acceptable to the ETP Transfer Agent, instructing the ETP Transfer Agent to transfer the Holdback Equity Consideration to the Holdback Account.

  • Successive evaluations of the program, however, have highlighted the concentra- tion of resources on the better organized and more technically advanced small farmers, particularly those involved in contract integration with large agribusiness firms.

  • A duly executed instruction letter to the ETP Transfer Agent, in form andsubstance acceptable to the ETP Transfer Agent, instructing the ETP Transfer Agent to transfer the Holdback Equity Consideration to the Holdback Account.

  • Subject to S ection 14.4, the Holdback Equity Consideration shall be retained in the Holdback Account until the Holdback Release Date.

  • On the Holdback Release Date, the remaining Holdback Equity Consideration after giving effect to any indemnification payments under S ection 14.4 shall be released to each Contributor in proportion to such Contributor’s Pro Rata Share of the ETP Equity Consideration set forth on the Allocation Schedule.

Related to Holdback Equity Consideration

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

  • 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.

  • 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.

  • Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “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 and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.

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

  • 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.

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

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

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

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

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

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

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

  • 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.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

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

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

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

  • Excluded Stock and Stock Equivalents means (i) any Capital Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of pledging such Capital Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Capital Stock and Stock Equivalents of any Foreign Subsidiary or any CFC Holding Company, any Capital Stock or Stock Equivalents of any class of such Foreign Subsidiary or CFC Holding Company in excess of 65% of the outstanding Capital Stock of such class, (iii) any Capital Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirements of Law (including any legally effective requirement to obtain the consent of any Governmental Authority unless such consent has been obtained), (iv) in the case of (A) any Capital Stock or Stock Equivalents of any Subsidiary to the extent such Capital Stock or Stock Equivalents are subject to a Lien permitted by clause (ix) of the definition of Permitted Lien or (B) any Capital Stock or Stock Equivalents of any Subsidiary that is not a Wholly-Owned Subsidiary of the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Capital Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (I) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement and other than proceeds thereof the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition or restriction), (II) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (II) shall not apply if (x) such other party is a Credit Party or Wholly-Owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (III) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or Wholly-Owned Subsidiary) to any contract, agreement, instrument, or indenture governing such Capital Stock or Stock Equivalents the right to terminate its obligations thereunder and other than proceeds thereof the assignment of which is expressly deemed effective under the Uniform Commercial Code or other applicable law notwithstanding such prohibition or restriction), (v) any Capital Stock or Stock Equivalents of any Subsidiary to the extent that the pledge of such Capital Stock or Stock Equivalents would result in materially adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower in consultation with the Administrative Agent, (vi) any Capital Stock or Stock Equivalents that are margin stock, and (vii) any Capital Stock and Stock Equivalents of any Subsidiary that is not a Material Subsidiary or is an Unrestricted Subsidiary, a captive insurance Subsidiary, an SPV or any special purpose entity.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

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

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

  • Contingent Consideration shall have the meaning set forth in Section 2.5.

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

  • Base Consideration is defined in Section 2.2.