Liquid Consideration definition

Liquid Consideration cash equivalents and shares of a Listed Entity which (a) are not subject to any restrictions on sale and (b) have an average monthly trading volume at the Determination Date sufficient so that in the view of the Board, the Investors are likely to be able to dispose of all such shares received as consideration or otherwise in connection with a Full Liquidity Event or Partial Liquidity Event without adversely affecting the average trading price thereof;
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Liquid Consideration means cash and Freely Marketable Securities.
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Liquid Consideration means cash in U.S. dollars, or publicly traded equity or debt securities, registered under the Securities Exchange Act of 1934, as amended,
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Examples of Liquid Consideration in a sentence

  • Fair market value of the Liquid Consideration shall be determined in good faith by the Reorganized Company’s board and in the event of dispute, a reputable internationally recognized independent appraiser shall be appointed (to be selected upon agreement between the Reorganized Company and the person disputing the valuation) whose valuation shall be conclusive (such appointment shall be at the cost of the disputing party whose valuation was furthest from that of the independent appraiser).

  • The above put rights shall only apply to the extent the holders of Ordinary Shares receive Liquid Consideration for their Ordinary Shares (e.g., if X% of the Ordinary Shares are subject to the Liquidity Event, of which Liquid Consideration will be paid in respect of Y%, the ratable proportion of Preferred Shares that can be put is X% multiplied by Y%).

  • Any sale or disposal of all or substantially all of the assets of the Reorganized Company (i) shall be at fair market value and on arm’s-length terms; and (ii) shall be for Liquid Consideration, the net proceeds of which (and after repayment of debt) are distributed to shareholders of the Reorganized Company in accordance with the Liquidation Preference.


More Definitions of Liquid Consideration

Liquid Consideration means cash or shares of capital stock registered under the Securities Act of 1933 or eligible for resale under Rule 144. Such option must be exercised, to the extent then vested, within 90 days after termination of employment.
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Liquid Consideration means cash or publicly traded stock If the proceeds of the Merger is other than cash, then Fair Market Value shall be determined in good faith by the Company's Board of Directors. The Company shall notify the Holder in writing at least twenty (20) business days in advance of the closing of a Merger. Such notice shall also contain such details of the proposed Merger as are reasonable under the circumstances. If such closing does not take place, the Company shall promptly notify the Holder that such proposed transaction has been terminated, and the Holder may rescind any exercise of its rights promptly after such notice of termination of the proposed transaction as if the exercise of the Warrant occurred after the Company had notified the Holder that the Merger was proposed or if the exercise were otherwise precipitated by such proposed Merger. In the event of such a rescission, the Warrants will continue to be exercisable on the terms and conditions contained herein. Notwithstanding the foregoing, this Wan-ant shall automatically be deemed to be exercised in full pursuant to the provisions of SECTION 4 hereof, without any further action on behalf of the Holder, immediately prior to the time this Warrant would otherwise expire pursuant to SECTION 7(a) or 7(b).
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Liquid Consideration means cash or shares of capital stock registered under the Securities Act of 1933, as amended (the "Securities Act"), or eligible for resale pursuant to Rule 144 under the Securities Act.
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Related to Liquid Consideration

  • 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.

  • 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.

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

  • 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.

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

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

  • 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 $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • 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.

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

  • 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.

  • Equity Consideration has the meaning set forth in Section 2.02.

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

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

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

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

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

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

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

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

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

  • 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.

  • 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.