Membership Interest Consideration definition

Membership Interest Consideration is defined herein in Section 2.2.
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Membership Interest Consideration has the meaning set forth in Section 1.02(a).
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Examples of Membership Interest Consideration in a sentence

  • Until such time as the registration of the Membership Interest Consideration is completed, the Avatech Common Stock which each Seller will receive pursuant to the Purchase may be required to be held for a period of not less than one year following the Effective Date, unless registered under the 1933 Act or the State Acts, or unless an exemption from such registration is available, in which case a Seller may still be limited in the number of shares that may be sold.

  • The Seller also acknowledges and agrees that Purchaser has agreed only to register the Membership Interest Consideration as provided in Section 4.2 hereof in accordance with the provisions of the 1933 Act.

  • The "Additional Per Membership Interest Consideration" shall be determined by dividing (i) the Additional Consideration by (ii) the total number of Digital Content Membership Interests issued and outstanding at the Effective Time.

  • The "Initial Per Membership Interest Consideration" to be given in consideration for the conversion of each Digital Content Membership Interest shall be determined by dividing (i) the Initial Member Consideration by (ii) the total number of Digital Content Membership Interests issued and outstanding at the Effective Time.

  • Each Digital Content Member agrees that claims for indemnification against such person under this Article 11 may be satisfied by the forfeiture of such person's Per Membership Interest Consideration as provided for in this Article 11 and that no Keynote Indemnified Person shall have any obligation to exercise its remedies against any other assets of such Digital Content Member prior to exercising them against such Per Membership Interest Consideration.

Related to Membership Interest Consideration

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Class A Membership Interest means a Class A Membership Interest in Holdings.

  • Membership Interests has the meaning set forth in the recitals.

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

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

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Membership Units means the limited liability company interests in the Company held by the Members, expressed as a number of units held by each Member and set forth opposite such Member's name on Schedule I attached hereto, as amended, modified or supplemented from time to time.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

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

  • 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.

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

  • 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.

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

  • Membership Unit means an outstanding common membership unit of the LLC.

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

  • 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.

  • 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.

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

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • 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.

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

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

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

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