Per Unit Consideration definition

Per Unit Consideration has the meaning set forth in Section 1.4(c).
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Per Unit Consideration means an amount equal to (1) the Merger Consideration divided by (2) the Fully Diluted Company Units.
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Per Unit Consideration means an amount equal to (a) the sum of (i) the Base Purchase Consideration Closing Value and (ii) the Estimated Purchase Price Adjustment (which may be a positive or a negative number) divided by (b) the product of (i) the Fully Diluted Shares and (ii) 99, (c) multiplied by 100 (it being understood that clause (c) reflects the adjustment to the Company Unit Awards in connection with the Contribution contemplated by the Company LTIP and that there shall not be a duplicative adjustment in the Company Unit Awards under the Company LTIP).
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Examples of Per Unit Consideration in a sentence

  • On the Exchange Date, the Company (or, if applicable, Silver OP) shall deliver to each Exchanging Member the Per Unit Consideration Election for each Common Unit being Exchanged by such Exchanging Member as provided herein and each Exchanging Member shall deliver to Silver OP (or its designee) all of its Common Units being Exchanged, free and clear of all liens.

  • The Common Units Exchanged at the Second Total Titanium Exchange Closing will be entitled to the same Per Unit Consideration Election as the Common Units Exchanged at the Initial Total Titanium Exchange Closing.

  • By way of example and for the avoidance of doubt, if the Per Unit Consideration Election paid at the Initial Total Titanium Exchange Closing is $10 in cash and 2 Silver OP Units, the Per Unit Consideration Election paid at the Second Total Titanium Exchange Closing will be $10 in cash and 2 Silver OP Units.

  • Each investment direction by a Participant in effect under the VF EDSP II on the Distribution Date will be recognized and maintained immediately after the transfer of his or her account from the VF EDSP II to the Plan and shall remain until a new direction is made by the Participant and becomes effective.

  • No interest will be paid or will accrue on any Per Unit Consideration Amount upon the surrender of any Certificate.

  • The number of units subject to an AUS Company RSU will be determined by dividing (x) the product of (i) the number of Company Units subject to such AUS Company Option immediately prior to such cancellation and (ii) the excess of the Per Unit Consideration over the per unit exercise price of such AUS Company Option by (y) the Per Unit Consideration, rounded down to the nearest whole unit.

  • Upon surrender of a Certificate for cancellation (or delivery of such appropriate documentation and affidavit) to the Payment Agent together with such letter of transmittal duly executed, the holder of such LP Interests shall be entitled to receive in exchange therefor a check representing the Per Unit Consideration Amount which such holder has the right to receive pursuant to Section 3.4 hereof, and any Certificates so surrendered shall forthwith be cancelled.

  • Until surrendered as contemplated by this Section 3.5, each Certificate shall be deemed at and after the Effective Time to represent only the right to receive upon such Certificate's surrender the Per Unit Consideration Amount which the holder of such Certificate has the right to receive pursuant to Section 3.4 hereof.

  • XxXxxx (in the case of Regency North), the Per Unit Consideration Amount which the holder of LP Interests therein has the right to receive pursuant to Section 3.4 hereof.

  • The applicable Per Unit Consideration shall be adjusted to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), reorganization, recapitalization, reclassification or other like change with respect to Parent Common Stock having a record date on or after the date hereof and prior to the Effective Time.


More Definitions of Per Unit Consideration

Per Unit Consideration means (a) a number of shares of Pubco Class B Common Stock and (b) a number of New Company Units, in each case of the foregoing clauses (a) and (b), that is equal to the Acquisition Merger Exchange Number.
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Per Unit Consideration means the amount obtained by dividing (A) the Merger Consideration by (B) the Fully Diluted Units.
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Per Unit Consideration means an amount equal to (1) the Merger Consideration divided by (2) the Fully Diluted Company Units. (D) “Unit Escrow Funding Percentage” means, (i) with respect to each Indemnifying Securityholder who is not an Installment Party, (1) the Merger Consideration payable to such Indemnifying Securityholder pursuant to this Section 1.4 (for the avoidance of doubt, not including Section 1.4(h)) before any applicable Tax withholding and before any reductions set forth in Section 1.5(b) divided by (2) the aggregate Merger Consideration payable to all Indemnifying Securityholders pursuant to this Section 1.4 (for the avoidance of doubt, not including Section 1.4(h)) and Section 1.6(a)(i)(A) before any applicable Tax withholding and before any reductions set forth in Section 1.5(b) and Section 1.6(d) and (ii) with respect to each Indemnifying Securityholder who is an Installment Party, (X) the Merger Consideration payable to such Indemnifying Securityholder pursuant to this Section 1.4 and Section 1.6(a)(i)(A) before any applicable Tax withholding and before any reductions set forth in Section 1.5(b) and Section 1.6(d) divided by (Y) the aggregate Merger Consideration payable to all Indemnifying Securityholders pursuant to this Section 1.4 and Section 1.6(a)(i)(A) before any applicable Tax withholding and before any reductions set forth in Section 1.5(b) and Section 1.6(d). (E) “Unit General Escrow Contribution” means, with respect to each Indemnifying Securityholder, (1) such Indemnifying Securityholder’s Unit Escrow Funding Percentage multiplied by (2) the General Escrow Amount. (F) “Unit Installment Amount” has the meaning set forth in Schedule 8.1 with respect to each Installment Party. (G) “Unit Litigation Escrow Contribution” means, with respect to each Indemnifying Founder (1) such Indemnifying Founder’s Unit Litigation Funding Percentage multiplied by (2) the Litigation Escrow Amount. (H) “Unit Litigation Funding Percentage” means, with respect to each Indemnifying Founder, (1) the Merger Consideration payable to such Indemnifying Founder pursuant to this Section 1.4 and Section 1.6(a)(i)(A) before any applicable Tax withholding and before any reductions set forth in Section 1.5(b) and Section 1.6(d) divided by (2) the aggregate Merger Consideration payable to all Indemnifying Founders pursuant to this Section 1.4 and Section 1.6(a)(i)(A) before any applicable Tax withholding and before any reductions set forth in Section 1.5(b) and Section 1.6(d). 4 (I) “U...
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Per Unit Consideration means an amount equal to the portion of the Merger Consideration payable in respect of each Class A Unit, the portion of the Merger Consideration payable in respect of each Class B Unit and the portion of the Merger Consideration payable in respect of each Incentive Unit, as the case may be, each as set forth on the Spreadsheet and as adjusted pursuant to this Agreement.
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Per Unit Consideration means a number of shares of Parent Stock equal to (i) the Aggregate Merger Consideration divided by (ii) the Full Dilution Number.
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Per Unit Consideration has the meaning set forth in Section 1.04(f).
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Related to Per Unit Consideration

  • 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));

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

  • Share Consideration has the meaning given to it in Section 2.2;

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

  • 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.

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

  • 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.

  • 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).

  • 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.

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

  • 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).

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

  • Option Consideration has the meaning set forth in Section 3.3(a).

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

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

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

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

  • 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 Unit Capital Amount means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any Unit held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.

  • 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.

  • 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.

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

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