Partnership Cash Consideration definition

Partnership Cash Consideration means Cash in an amount equal to the product of (x) four and one-half percent (4.5%) of one hundred and forty-five million dollars ($145,000,000) multiplied by a fraction equal to (y)(i) the number of Existing Partnership Interests designated by Holders of Existing Partnership Interests (or, in the case of PubCo and the Blocker Entity, as Holders of Existing Partnership Interests, as designated by Holders of Allowed TRA Claims on account of their Claims against PubCo) to receive Partnership Cash Consideration on the applicable Ballot(s) of such Holders divided by (ii) the total number of outstanding Existing Partnership Interests.
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Partnership Cash Consideration means Cash in an amount equal to the product of (x) four and one-half percent (4.5%) of one hundred and forty-five million dollars ($145,000,000) multiplied by a fraction equal to (y)(i) the number of Existing Partnership Interests designated by Holders of Existing Partnership Interests (or, in the case of PubCo
Sample 1

Examples of Partnership Cash Consideration in a sentence

  • Any shareholders of the Company or unit holders of the Company Operating Partnership who have not theretofore complied with this Article III shall thereafter look only to Parent for the payment of the Parent Cash Consideration and the Partnership Cash Consideration, as applicable.

  • Neither the Exchange Agent nor any party to this Agreement shall be liable to any Person in respect of the Parent Cash Consideration or the Operating Partnership Cash Consideration, as applicable, if the Payment Fund has been paid to a public official pursuant to applicable abandoned property, escheat or similar laws.

  • On the Closing Date, Parent will have available to it sufficient funds to permit the Parent Parties to pay the aggregate Parent Cash Consideration, the aggregate Partnership Cash Consideration and to pay all related fees and expenses.

  • The New RCF will be used to fund the fees and expenses of the Restructuring Transactions, the Partnership Cash Consideration and a portion of the Term Lender Cash Consideration, if necessary, as well as for general corporate purposes and working capital.Pursuant to the New RCF Commitment Letter, which shall have been entered into on or prior to the Petition Date, the New RCF Commitment Party will agree to provide 100% of the commitments under the New RCF.

  • In fact, loans to be provided under the New RCF will be used to, among other things, fund the Partnership Cash Consideration and a portion of the Term Lender Cash Consideration; the termination of the New RCF Commitment Letter or the failure to enter into the New RCF Credit Agreement could result in a subsequently reduced recovery for certain Holders of Claims or Equity Interests.

  • None of Parent, Parent LP, Merger Sub, the Company, Company LP or the Surviving Corporation or any of their respective Subsidiaries or Affiliates or the Paying Agent shall be liable to any Person in respect of any Merger Consideration, Additional Consideration, Partnership Cash Consideration or any cash dividend or distribution delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

  • Use of Proceeds: Utilized for general corporate purposes and working capital, including to fund the fees and expenses of the Restructuring, as well as to fund a portion of the Term Lender Cash Consideration if necessary and to fund the Partnership Cash Consideration.

  • After the occurrence of the Confirmation Date and prior to the Effective Date, the Debtors will calculate the aggregate amount of the Partnership Cash Consideration, as elected by all eligible Holders in accordance with ‎Article III.C(iv)(2) and ‎Article III.C(vii)(2) of the Plan.

  • The New RCF Commitment Letter shall be on terms and conditions acceptable to the Company, the New RCF Commitment Party and the Required Consenting Lenders.After the occurrence of the Confirmation Date and prior to the Effective Date, the Debtors shall calculate the aggregate amount of the Partnership Cash Consideration, as elected by all eligible Holders in accordance with Article III of the Plan.

Related to Partnership Cash Consideration

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

  • 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.

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

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

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

  • 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.

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

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

  • 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.

  • 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.

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

  • 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.

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

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

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

  • 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.

  • 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).

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

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

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

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

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

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

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