Illiquid Consideration definition

Illiquid Consideration means any non-cash consideration issuable upon conversion of the Notes following a Fundamental Transaction that does not have a readily-ascertainable market value.
Sample 1Sample 2Sample 3
Illiquid Consideration means Non-Cash Consideration other than any Non-Cash Consideration that comprises only equity securities (or rights representing those equity securities) that are admitted to or listed on (or will be admitted to or listed on) NASDAQ, or the Official List of the United Kingdom Listing Authority or the AIM Market operated by the London Stock Exchange Plc, or the Stock Exchange of Hong Kong Limited or any other recognised investment exchange or are otherwise readily transferable free from applicable restrictions (excluding any lock-up period the Board reasonably considers integral in the relevant circumstances);
Sample 1
Illiquid Consideration means assets that are not cash or Marketable Securities.
Sample 1

Examples of Illiquid Consideration in a sentence

  • In the case of a dispute as to the determination of the Closing Bid Price, the Closing Sale Price, the fair market value of Illiquid Consideration, or, the arithmetic calculation of the Conversion Rate or the Redemption Price, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within three (3) Business Days of receipt, or deemed receipt, of the Conversion Notice or Redemption Notice or other event giving rise to such dispute, as the case may be, to the Holder.

  • Notwithstanding anything to the contrary in this Section 5, until the Change of Control Redemption Price (together with any interest thereon) is paid in full, the Conversion Amount submitted for redemption under this Section 5(b) (together with any interest thereon) may be converted, in whole or in part, by the Holder into shares of Common Stock pursuant to Section 3.(c) Redemption of Illiquid Consideration After Conversion.

Related to Illiquid Consideration

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

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

  • 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.

  • 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.

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

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

  • 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.

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries 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, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

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

  • 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.

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

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

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

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

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).

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

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

  • 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).

  • Base Consideration is defined 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.

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

  • Black Scholes Consideration Value means the value of the applicable Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).

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

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