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 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.

  • 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.

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  • Seller is acquiring the LP Consideration Units for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the LP Consideration Units.

  • Each Person receiving LP Consideration pursuant to the Merger shall be deemed, by virtue of such receipt of such LP Consideration and without any further action on any such Person’s part, to have (1) executed the Partnership Agreement as a holder of an LP Unit and (2) agreed to the rights, privileges, restrictions and conditions of the LP Units.

  • There is no market through which the PVI LP Consideration Units may be sold and as a result Unitholders may not be able to resell such securities.

  • There can be no assurance that such securities will be listed or a trading market will develop for the SIB LP Consideration Units, or if developed, that such a market will be sustained.

  • The Valuator was retained by the PVI LP Board to provide a “formal valuation” (as such term is defined in MI 61-101) with respect to the fair market value of the issued and outstanding Equity Units, the PVI LP Consideration Units and the SIB LP Consideration Units.

  • There can be no assurance that such securities will be listed or a trading market will develop for the PVI LP Consideration Units, or if developed, that such a market will be sustained.

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 has meaning ascribed by Clause 4.1;

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

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

  • 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.

  • 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;

  • 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.

  • 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.

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

  • 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.

  • 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 has the meaning set forth in Section 2.08(a)(i).

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

  • 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.