Legal Consideration definition

Legal Consideration means the total value of the securities (valued as determined in the applicable agreement governing the terms of the Transaction or, if not so valued, at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders as consideration as a result of or arising out of the Transaction, irrespective of the period of payment or terms (all valued at fair market present value as agreed or, if not, by an independent appraiser selected by the Company in good faith).

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Legal Consideration. Subject to the provisions of applicable Florida Statutes, the Hillsborough County Aviation Authority Act authorizes the Authority to reimburse Board members, the Chief Executive Officer, and all Authority employees for all travel expenses incurred while on business for the Authority. The Hillsborough County Aviation Authority Act also authorizes the Authority to “[a]dvertise, promote and encourage the use and expansion of facilities under its jurisdiction” and do all acts and things necessary and convenient for promotion of the business of the Authority. Pursuant to Policy, the Authority is allowed to incur business development expenses for meals, beverages and entertainment in order to highlight the numerous advantages and world class facilities of the Authority’s airport system and build relationships with airline executives, potential real estate partners, potential tenants and others. POLICY:

Legal Consideration means the total value of all property (real or personal), cash, securities or other benefits received or receivable by the Company or its officers, directors or shareholders, including without limitation the aggregate of all amounts payable pursuant to all warrants, options, stock appreciation rights, convertible or straight securities, stock purchase rights, whether or not vested, or pursuant to any employment agreements, consulting agreements, debt assumed, covenants not to compete, earn-out or contingent payment rights, or other similar agreements, arrangements or understandings. Property shall be valued at the fair market value thereof as agreed to by the parties hereto or if the parties are unable to agree, as determined by a mutually acceptable independent appraiser, the cost of which shall be borne by the Company. Securities which are publicly traded shall be valued at the closing price of such securities as reported on a national exchange or NASDAQ if so listed or quoted or if not so listed or quoted, the average of the closing bid and ask prices, as reported by NASDAQ or any other exchange or market, in either event for the last day prior to the closing date of the applicable Transaction; if the securities are not so listed or quoted, the securities shall be valued in the same manner as property described above. All debt instruments or evidences thereof and all amounts payable to shareholders pursuant to all employment agreements, consulting agreements covenants not to compete, earn-out or contingent payment rights or other similar agreements, arrangements or understanding shall be valued at the aggregate amount payable thereunder, whether such payments are absolute or contingent and irrespective of the period or uncertainty of payment, the rate of interest, if any, or the contingent nature thereof.

Examples of Legal Consideration in a sentence

• Issues for Legal Consideration Intellectual Property Where it is not likely that any IP will be generated from the project, UNSW may be comfortable for the collaborating organisation to own any IP that results.

• Issues for Legal Consideration Personal Information: Determine whether any data made available contains personal information, and whether such data is de-identified or identifiable data.

• Issues for Legal Consideration The existing agreement may prescribe a specific process for the novation and or/ variation of it.

• Fees to GAC shall be three percent (3%) of the first ten million dollars of “Legal Consideration” (as defined in Exhibit A), and two percent (2%) of all Legal Consideration amounts above ten million dollars.

• Issues for Legal Consideration The existing agreement may prescribe a specific process for variation of it.

• Fees to Jesup shall be five percent (5%) of the Legal Consideration, as such term is defined in the Engagement Letter between the Company and Jesup.

• If the Company is acquired or the subject of a merger or other business combination, in exchange for the aforementioned warrants, GAC shall receive an amount equal to 10% of the cash or securities or other Legal Consideration (as defined in Exhibit “A”), received by the investors in this offering.

• Legal Consideration and Fee shall be a maximum of 7% on all amounts to $3,000,000 and 5% over $3,000,000 to $5,000,000 and 3% on all funds over $5,000,000 of the amount raised.

• In the event, that the Company delivers written notice to GAC that with respect to any such Transaction, it declines GAC’s financial advisory services, the Company shall pay to GAC, on the date of the consummation of such Transaction a fee of two percent (2%) of the Legal Consideration paid with respect to such Transaction (a “Breakaway Fee”).

• The template includes some guidance text to assist you to complete that information Issues for Legal Consideration Check if the agreement contains an existing process for retirement / accession (this is reasonably unlikely) and/or variation.

More Definitions of Legal Consideration

Legal Consideration is defined as the total market value on the day of closing of stock, cash, assets and all other property (real or personal, tangible or intangible) exchanged or received, directly or indirectly by the Company or any of its security holders in connection with any Transaction, including without limitation any excess above market amounts paid or received pursuant to any employment agreement, any excess above market amounts paid or received pursuant to any consulting agreement, any excess above market amounts paid or received pursuant to any covenant not to compete, any excess above market amounts paid or received pursuant to any earn-out or contingent payment right or similar arrangement, agreement or understanding, whether oral or written, associated with such Transaction. Property shall be valued for this purpose at the fair market value thereof as agreed to by the parties hereto or if the parties are unable to agree, as determined by a mutually acceptable independent appraiser, the cost of which shall be borne by the Company. Securities which are publicly traded shall be valued at the closing price of such securities as reported on a national exchange or NNM if so listed or quoted, or if not so listed or quoted, the average of the closing ask prices, as reported by NASDAQ, in either event for the last day prior to the closing date of such Transaction; if the securities are not so listed or quoted, the securities shall be valued in the same manner as property described above. All debt instruments or evidences thereof and all amounts payable to shareholders pursuant to any employment agreements, consulting agreements, covenants not to compete, earn-out or contingent payment rights or other similar agreements, arrangements or understanding shall be valued at the aggregate amount payable thereunder. All amounts payable pursuant to this Section 4(w) hereof are due and payable to Josephthal, in cash or by certified check, at the closing or closings of any Transaction or when received by the Company, if later. In the event of a conflict or inconsistency among the fees to be paid by the Company pursuant to that certain Financial Advisory Agreement dated as of June 24, 1996, by and between the Company and Josephthal (the "Financial Advisory Agreement"), and this Agreement, the higher fee shall apply.

Legal Consideration for the purpose of this Agreement, shall mean the total value of the securities (valued as determined in the applicable agreement governing the terms of the Transaction or, if not so valued, at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders as consideration as a result of or arising out of the Transaction, irrespective of the period of payment or terms (all valued at fair market present value as agreed or, if not, by an independent appraiser selected by the Consultant in good faith).

Legal Consideration for the purpose of this Section 4, shall mean the total value of the securities (valued as determined in the applicable agreement governing the terms of the Transaction or, if not so valued, at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders as consideration as a result of or arising out of the Transaction, irrespective of the period of payment or terms (all valued at fair market present value as agreed or, if not, by an independent appraiser.)

Legal Consideration means the total value of the securities (valued as determined in the applicable agreement governing the terms of the Transaction or, if not so valued, at market on the day of closing, or if there is no public market, valued as set forth herein for other property), cash and assets and property or other benefits (including assumption, defeasance or repayment of debt and other obligations) exchanged or received by the Company or its shareholders as consideration as a result of or arising out of the Transaction, irrespective of the period of payment or terms (all valued at fair market present value as agreed or, if not, by an independent appraiser selected by the Company in good faith).