Outstanding Consideration definition

Outstanding Consideration the sum of the Cayman 4 Outstanding Consideration and the Cayman 5 Outstanding Consideration;
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Outstanding Consideration shall have the meaning set forth in the Option Agreement.
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Outstanding Consideration has the meaning specified in the recitals hereto. For the avoidance of doubt, Outstanding Consideration shall equal Cash Consideration minus PIPE Investment Amount.
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Examples of Outstanding Consideration in a sentence

  • By: Name: Title: OPTIONEE Address where payment should be sent: EXHIBIT A Name of Holder: [Name] Date of Grant Number of Options Outstanding Exercise Price Per Share Amount* Minus Exercise Price Per Option Outstanding Consideration Payable to Holder [ ] [ ] $ [ ] $ [ ] $ [ ] $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ TOTAL AMOUNT DUE $ [ ]* * Assumes the "Per Share Amount" paid in the tender offer is $ .

  • Following the liquidation of US Holdco, (i) New GmbH shall borrow a certain amount of funds from the Surviving Delaware Corporation, (ii) the Surviving Delaware Corporation will distribute a certain amount of funds to New Topco, and (iii) immediately following (i) and (ii) New GmbH and New Topco will pay the Outstanding Consideration to the Company Shareholders in accordance with Section 2.01(c) (such amount shall be paid in Dollars by wire transfer of immediately available funds).

  • The Original Class A Limited Partners (where all of the Original Class A Limited Partners agree in writing) may remove the General Partner, and appoint, effective as of the date of such removal, a successor General Partner, but only following: (i) on the Final Cayman 7 Call Option Completion Date; or (ii) timely settlement, in cash, of the entire Outstanding Consideration, provided in each case there has been no exercise of the Holdco Call Option.

  • Xxxxx President and Chief Executive Officer HOLDER: [Name] EXHIBIT A Name of Holder: Date of Grant Number of Warrants Outstanding Exercise Price Merger Price Minus Exercise Price Per Warrant Outstanding Consideration Payable to Holder [ ] [ ] $ [ ] $ [ ] * $ [ ] * $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ TOTAL AMOUNT DUE $ [ ] * * Assumes the "Per Share Amount" paid in the tender offer is $ , which amount is subject to increase.

Related to Outstanding Consideration

  • Outstanding Common Stock means, at any given time, the aggregate amount of outstanding shares of Common Stock, assuming full exercise, conversion or exchange (as applicable) of all options, warrants and other Securities which are convertible into or exercisable or exchangeable for, and any right to subscribe for, shares of Common Stock that are outstanding at such time.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • 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.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

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

  • Outstanding Dollar Principal Amount has the meaning specified in the Indenture.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • 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.

  • Outstanding Shares means those Shares recorded from time to time in the books of the Trust or its transfer agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.

  • 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.

  • Outstanding Company Common Stock means the outstanding shares of Common Stock, par value $1 per share, of the Company;

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

  • Adjusted Outstanding Dollar Principal Amount means at any time during a Monthly Period with respect to any Series, Class or Tranche of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes of such Series, Class or Tranche of Notes at such time, less any funds on deposit in the Principal Funding Account or the related Sub-Account, as applicable, for the benefit of such Series, Class or Tranche of Notes at such time.

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

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

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

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

  • Parent Class A Common Stock means the Class A Common Stock, par value $0.01 per share, of Parent.

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

  • Purchase Price Percentage has the meaning assigned to such term in the Pricing Side Letter.

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

  • Company Outstanding Shares means the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company Common Stock basis.

  • Common Stock Outstanding means the aggregate of all Common Stock outstanding and all Common Stock issuable upon exercise of all outstanding Options and conversion of all outstanding Convertible Securities.