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:
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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.
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Examples of Legal Consideration in a sentence

  • TheWaseca County Planning Commission recommended approval of this requestsubject tomodifiedcriteria and onditions Copies of exhibits provided by theapplicantand the public, as wellas countystaff reports for thePlanning Commission meetings of July 9 and August 6, can be viewed on the county website at this link http://www.co.waseca.mn.us/AgendaCenter Legal Consideration: The County Attorney will review the CUP document prior to its recording.

  • Medico Legal Consideration in Postmortem Diagnostic of Intracranial Haemorrhage.

  • Legal Actions, Causes Of Action Or Litigation Involving A Public Governmental Body And Any Confidential Or Privileged Communications Between A Public Governmental Body Or Its Representatives And Its Attorneys [RSMO 610.021 (1) 1994]; And Leasing, Purchase Or Sale Of Real Estate By A Public Governmental Body Where Public Knowledge Of The Transaction Might Adversely Affect The Legal Consideration Therefor [RSMO 610.021 (2) 1994].

  • 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.

  • Sellers & Kestenbaum, supra note 49; Sellers & Kestenbaum, supra note 20, at 379; JEAN ALLAIN, THE SLAVERY CONVENTIONS: THE TRAVAUX PRÉPARATOIRES OF THE 1926 LEAGUE OF NATIONS CONVENTION AND THE 1956 UNITED NATIONS CONVENTION (2008) [hereinafter ALLAIN, TRAVAUX]; Jean Allain, A Legal Consideration Slavery in Light of the Travaux Préparatoires of the 1926 Convention, in THE LAW AND SLAVERY: PROHIBITING HUMAN EXPLOITATION 399 (2015) [hereinafter Allain, Legal Consideration of Slavery].

  • To establish theinfluence of instructors’ capacity on acquisition of vocational skills by trainees in public vocational centres inKakamega countyInstructors’ capacity;3.11 Ethical and Legal Consideration Before proceeding to data collection, a permit was obtained from National Commission of Science, Technology and Innovation and introductory letter from MMUST.

  • 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.

  • But, Can they suffer?" 30 The rationality of suffering for Legal Consideration is based on the empirical reality that if Any other criteria such as Capacity of Reasoning is taken as basis of Moral and consequently Legal Consideration, then Many Human beings would also be left out of the sphere of right Holders, For Instance, Infants and Mentally disabled.

  • MK Legal Consideration on the Main Case stated that “Direct Pilkada is General Election which materialy aimed to implement Article 18 of 1945 Constitution” (page 110).

  • Legal Consideration The ports of Jersey – including Jersey Airport and Harbours – are regulated in accordance with the Law.


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.
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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).
Sample 1
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).
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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.)
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Related to Legal Consideration

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.

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

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

  • Earnout Consideration has the meaning specified in Section 2.05(a).

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

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

  • Scheme Consideration means, in respect of:

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

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

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

  • 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.

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

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

  • Option Consideration has the meaning set forth in Section 3.3(a).

  • Consideration has the meaning set forth 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.

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • 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.

  • Independent Consideration shall have the meaning as set forth in Section 2.14.

  • 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.

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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