Offer Cash Consideration definition

Offer Cash Consideration has the meaning given to the term Cash Consideration in the Implementation Agreement. Offer Closing occurs on the acceptance and payment of the Offer Cash Consideration for the Target Shares and the issue of the Offer Share Consideration for the Target Shares promptly after the Expiration Time (as defined in the Implementation Agreement), in each case pursuant to and subject to the conditions of the Offer (excluding, for the avoidance of doubt, any payment or issue relating to the Squeeze-out Merger) by or on behalf of the Group. Offer Closing Date means the date upon which the Offer Closing occurs.
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Examples of Offer Cash Consideration in a sentence

  • The Cash Consideration; provided, that the payment of the portion of the Cash Consideration represented by the Exchange Offer Cash Consideration, if any, shall be effected and satisfied by Acquirer delivering, or causing to be delivered, the Additional Equity Consideration but only to the extent that the aggregate value of such Additional Equity Consideration is equal to the amount of the Exchange Offer Cash Consideration.

  • The vision for Florida’s educational leadership program is to create and sustain a pipeline of leadership professional learning to impact instruction and, thus, student achievement.

  • The Convertible Bonds Offer Price was determined on the basis of the “see-though price” in accordance with Rule 19 of the Code and, in respect of the Bonds Offer Cash Consideration, by reference to the Cash Consideration and, in respect of the Bonds Offer Share Consideration, by reference to the Ratio.

  • While the Cash Consideration option and Bonds Offer Cash Consideration option are provided in the Offer and the Convertible Bonds Offer respectively, structuring the Acquisitions by way of issuing Consideration Shares enables the Offeror to maintain a prudent level of gearing even if the Offer becomes or is declared unconditional as to acceptances and the Stockholders and Bondholders elect to receive the Cash Consideration and the Bonds Offer Cash Consideration respectively.

  • While the Cash Consideration option and Bonds Offer Cash Consideration option are provided in the Offer and the Convertible Bonds Offer respectively, structuring the Proposed Acquisitions by way of issuing Consideration Shares enables the Offeror to maintain a prudent level of gearing even if the Offer becomes or is declared unconditional as to acceptances and the Stockholders and Bondholders elect to receive the Cash Consideration and the Bonds Offer Cash Consideration respectively.

  • It is expected that the Cash Consideration and the Bonds Offer Cash Consideration will be funded by way of a combination of internal funds and bank financing.

  • The same holds true to Romani children whose parents pursue a travelling way of life: A test or screening method which is based on local culture, local educational achievements and the assump- tions of a settled way of life would amount to less favourable treatment of Romani children on ac- count of their racial and ethnic origin.

  • If you have elected to receive the Bonds Offer Cash Consideration, CDP will send you the payment of the Bonds Offer Cash Consideration by way of a cheque drawn on a bank in Singapore for the appropriate amount, or in such other manner as you may have agreed with CDP for the payment of any cash distributions, at your own risk.

  • These estimates are followed by a discussion of the characteristics of maltreatment fatality victims, including age, sex, type of contributing maltreatment, and relationship of the victim to the perpetrator, based on illustrative case-level data from the DCDC.

Related to Offer Cash Consideration

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

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

  • 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.

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

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

  • 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.

  • 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.

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

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

  • 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 Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • 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.

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

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

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

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

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

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

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

  • Cash Payment has the meaning set forth in Section 2.02(a).

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