Partnership Consideration definition

Partnership Consideration has the meaning set forth in the Recitals.
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Partnership Consideration means, collectively, the Partnership Equity Consideration and the Partnership Cash Consideration.
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Partnership Consideration means the total value of all cash (including escrowed funds), securities, other property and any contingent, earned or other consideration paid or payable, directly or indirectly, by a partnering party to the Company or to a participant in the transaction in connection with a Partnership. The value of any such securities (whether debt or equity) or other property or items of value shall be determined as follows: (i) the value of securities that are freely tradable in an established public market shall be the last closing market price of such securities prior to the public announcement of the Sale; and (ii) the value of securities which are not freely tradable or which have no established public market, or if the Partner Consideration utilized consists of property other than securities, the value of such securities or other property shall be the fair market value thereof (without any discount for minority interest or non-marketability). Partner Consideration shall also include upfront and ongoing licensing payments and the value of any consulting, severance or employment agreements received by the shareholders of the Company from the partnering party in excess of their historical salary levels, and the value of any payments to be received by the principals of the Company for entering into non-compete, no-shop, standstill or similar agreements. If any Partner Consideration to be paid is computed in a foreign currency, the value of such foreign currency shall, for purposes hereof, be converted into U.S. Dollars at the prevailing exchange rate on the date or dates on which such Partner Consideration is paid.
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Examples of Partnership Consideration in a sentence

  • The occupiers of the BTR schemes analysed were broadly above-average earners, earning an average of 30% more than the UK full-time median salary.

  • The Partnership Consideration shall be allocated among the Shareholders in accordance with their percentage ownership interests as set forth on Schedule 4.2.

  • The Partnership Consideration Tool (Appendix 3) should be used to help establish the suitability of working in partnership with another organisation.

  • A5 Road Safety and Road Casualty Reduction Partnership Consideration was given to the report of the Assistant Chief Executive and the Corporate Director of Regeneration and Economic Development, which provided supporting information on Road Safety and the work of the Road Casualty Reduction Forum (for copy see file of Minutes).

  • Any Electing Holder who does not submit a properly completed Election Form which is received by Purchaser prior to the Election Deadline, or who has duly revoked such Election, shall be deemed not to have made an Election and shall be entitled to receive the Partnership Consideration.

  • Partnership Consideration Economic Development Districts/Regional Planning Commissions/Local Development Districts.

  • Accordingly, the Plan contemplates that each TRA Claimant shall receive its pro rata share, as compared to all TRA Claimants, of the Partnership Consideration due to be distributed to PubCo. The Debtors estimate that the TRA Claimants shall receive a recovery under the Plan equal to approximately 2% to 3% of their full Claim amount.

  • Consideration for the Acquisition The S&B Company Consideration for the acquisition of 100% of the company shares in S&B Company is EUR50,000 (equivalent to approximately HK$510,000) and the S&B Partnership Consideration for the acquisition of 100% of the limited partnership shares in S&B Partnership is EUR200,000 (equivalent to approximately HK$2,040,000), which were determined after arm’s length negotiations between the parties to the Purchase and Assignment Contract.

  • The AJ must support his or her findings and conclusions with appropriate citations to the hearing tape(s).

  • Non-local similarity complex domain denoising for hyperspectral phase imaging.

Related to Partnership Consideration

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

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

  • 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));

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

  • 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.

  • 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.

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

  • 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;

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

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

  • 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.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

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

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

  • 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.

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

  • 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.

  • 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.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • 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.

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

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