LP Consideration definition

LP Consideration shall have the meaning set forth in Section 1.2(a).
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LP Consideration shall have the meaning set forth in ‎Section 3.7(c)(i).
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Examples of LP Consideration in a sentence

  • Seller acknowledges and understands that (a) the acquisition of the LP Consideration Units has not been registered under the Securities Act in reliance on an exemption therefrom and (b) the LP Consideration Units will, upon such acquisition, be characterized as “restricted securities” under state and federal securities Laws.

  • Seller further acknowledges and understands that the LP Consideration Units may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws.

  • Those differences are illustrated by the following table:CharacteristicsValueFrequencyPercent Gender Female 2 25 Male675Years of experience[0, 6]112,5 [7, 12]387,5 [13, 17]387,5 [18, ∞]112,5Field of activityAeronautics112,5 Automotive112,5 Energy675LocationBrazil450 France112,5 Norway225 USA112,5 Table 3.2.1: Characteristics of the participants For more details on the differences existing between the eight participants, a complete description of their characteristics can be found in appendix A-5.

  • Seller has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the LP Consideration Units and is capable of bearing the economic risk of such investment.

  • Seller does not have any contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the LP Consideration Units.

  • Simmons estimated the “Total LP Consideration Value” in the Transaction to be $946 million.

  • In addition, in the event that any of the Underlying Accounts for the purposes of preparing the 2013 Combined Accounts and the 2014 Combined Accounts contains qualified opinion or disclaimed opinion by auditors, the profit after tax of the Target Group for the purpose of determining whether there occurs any LP Consideration Adjustment Event shall be deemed as zero.

  • Having considered the factors above, the Directors (including the independent non-executive Directors) are of the view that the terms of the LP Acquisition Agreement and the EC Acquisition Agreement (including the basis of the LP Consideration and the EC Consideration) are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

  • Section 3.7(a), the same adjustment shall be made to the number of BAM Exchange LP Units that constitute the BAM Exchange LP Consideration.

  • Terrance McGuire, one of our directors, is a general partner of Alta V Management Partners, L.P. Consideration paid to us by Burr, Egan, Deleage group for our convertible preferred stock, 10% convertible promisory notes and warrants during 2000, 2001, 2002 and 2003 were $809,680, $269,487, $1,038,292 and $1,756,281, respectively.

Related to LP Consideration

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

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

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

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

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

  • Base Consideration is defined in Section 2.2.

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

  • 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.

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

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

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

  • 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.

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

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

  • 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.

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

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

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

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

  • 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.

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

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

  • 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.

  • 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).