Interest Consideration definition

Interest Consideration shall have the meaning set forth in Section 5.1(e) hereof.
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Interest Consideration means the consideration provided by Executive to the Company for the Interests under this Agreement and shall have a value of $1,000 with respect to all Interests.
Sample 1
Interest Consideration means 692,835 shares of Purchaser Series A ---------------------- Common Stock.
Sample 1

Examples of Interest Consideration in a sentence

  • Until such time as the registration of the Membership Interest Consideration is completed, the Avatech Common Stock which each Seller will receive pursuant to the Purchase may be required to be held for a period of not less than one year following the Effective Date, unless registered under the 1933 Act or the State Acts, or unless an exemption from such registration is available, in which case a Seller may still be limited in the number of shares that may be sold.

  • The Seller also acknowledges and agrees that Purchaser has agreed only to register the Membership Interest Consideration as provided in Section 4.2 hereof in accordance with the provisions of the 1933 Act.

  • The number of Interests held by each Member shall not be affected by any (i) issuance by the Company of Interests to other Members or (ii) change in the Capital Account of such Member (other than such changes to reflect additional Interest Consideration from such Member in exchange for new Interests).

  • Each Member Interest issued and outstanding immediately prior to the Effective Time (other than Member Interests to be excluded and remain outstanding in accordance with Section 2.08(a)) shall be converted into the right to receive the Closing Per Member Interest Consideration, at the respective times and subject to the contingencies specified herein, as set forth on Schedule 2.08(b).

  • This Agreement and the other Transaction Documents to which Seller or Parent is a party have been (or upon execution will have been) duly executed and delivered by Seller and Parent, have been effectively authorized by all necessary corporate action and constitute (or upon execution will constitute) legal, valid and binding obligations of Seller and Parent, enforceable against the Seller and Parent in accordance with their respective terms.

  • At the Effective Time unvested Company Options will accelerate and become exchangeable for an amount in cash equal to the Per Member Interest Consideration minus the exercise price with respect to each Company Member Interest for which the Company Option was exercisable.

  • Additionally, Shareholders and Assignees of a general partner of a Partnership, as to which Partnership there is a balance in the cash reserve (established pursuant to the terms of the Exchange Agreement) shall be entitled to receive, on the 120th day following the closing of the Exchange Offer, an amount of cash from WDOP equal to the additional amount each of them would have received if such balance were added to the General Partner Interest Consideration.

  • EXHIBIT A --------- Contributor Interest Consideration ---------------------------- --------------------- ------------------------------- Outrigger Lodging Services 44.82% limited See attached valuation formula.

  • The Seller has received or has been given access to all information that it considers necessary or advisable to it to make a decision concerning the purchase of the OPCO Interest Consideration.

  • The OPCO Interest Consideration has not been registered under the Securities Act or any state securities laws and is being transferred in reliance upon one or more exemptions contained in such acts and that the Buyer’s reliance upon such exemptions is based in part upon the representations and agreements made by the Seller Parent and the Seller herein.


More Definitions of Interest Consideration

Interest Consideration has the meaning set forth in Section 4.3.
Sample 1
Interest Consideration means an amount equal to the accrued interest on the Loan up to and including the Effective Date, as agreed by the Original Lender and the New Lender on or before 11 a.m. London time on the Notification Date.
Sample 1
Interest Consideration has the meaning ascribed thereto in section 2.1(b);
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Related to Interest Consideration

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

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

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

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

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

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

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

  • 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.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

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

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

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

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

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

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

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • 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 Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation.

  • 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.

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

  • 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 $500,000,000, your Sale Bonus would be $500,000. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary 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, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).