Preferred Cash Consideration definition

Preferred Cash Consideration has the meaning set forth in Section 2.1(c)(ii) herein.
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Preferred Cash Consideration shall have the meaning set forth in Section 3.3(a)(ii).
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Preferred Cash Consideration. Shall have the meaning given that term in Section 1.8(c).
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Examples of Preferred Cash Consideration in a sentence

  • The duration of the drying was also between 8 am – 6 pm daily (which represent the drying hour).

  • The shares of Globix Common Stock referred to in Sections 1.8(c)(i) and (iii), the Globix Preferred Stock and Preferred Cash Consideration referred to in Section 1.8(c)(ii), and the Globix Warrants referred to in Section 1.8(c)(v) are together referred to as the "MERGER CONSIDERATION".

  • The Preferred Consideration shall consist of cash (the "Preferred Cash Consideration") and a number of validly issued, fully paid and nonassessable unregistered shares of Aether Common Stock (the "Preferred Stock Consideration"), provided that Aether shall not issue Aether Common Stock to more than five Persons who are not "accredited investors" as that term is defined under Rule 501(a) of Regulation D promulgated under the Securities Act.

  • The Common Cash Consideration and Preferred Cash Consideration are collectively referred to herein as the Cash Consideration.

  • Each share of HOVRS Preferred Stock issued and outstanding immediately prior to the Effective Time shall become and be converted into, as provided in and subject to the limitations set forth in this Agreement, the right to receive at the election of the holder thereof as provided in Section 2.7 either (i) the Preferred Cash Consideration, or (ii) the Preferred Stock Consideration.

  • Subject to the escrow holdback provisions of Sections 2.4 and 2.5, in the event, the Company’s Adjusted Net Liabilities are less than the Company’s Target Net Liabilities by more than $250,000, the Preferred Cash Consideration payable to the Company Preferred Stockholders and the Management Cash Amounts payable to the Management Carve-Out Recipients shall be increased by the amount of such variance in proportion to each other.

  • The Exchange Agent shall deliver the Globix Common Stock contemplated to be issued pursuant to Sections 1.8(c)(i) and (iii) and the Globix Preferred Stock and Preferred Cash Consideration to be issued pursuant to Section 1.8(c)(ii), in each case out of the Exchange Fund.

  • Dissenting Shares shall not be converted into or represent the right to receive Merger Shares, Adjusted Merger Shares, Cash Consideration or Preferred Cash Consideration, unless such Company Stockholder shall have forfeited his, her or its right to appraisal under the CCC or properly withdrawn, his, her or its demand for appraisal.

  • At Parent’s option, any amount in excess of the Maximum Liabilities Amount may be included in the Cash Shortfall and thereby deducted from the Common Cash Consideration and the Preferred Cash Consideration.

  • Notwithstanding the foregoing, neither the Exchange Agent nor any Party shall be liable to a holder of Company Shares for any Initial Shares, Additional Initial Shares, Cash Consideration or Preferred Cash Consideration issuable or payable to such holder pursuant to Section 1.5 that are delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.


More Definitions of Preferred Cash Consideration

Preferred Cash Consideration means cash equal to the Preferred Per Share Price.
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Preferred Cash Consideration is defined in Section 1.8(c)(ii).
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Preferred Cash Consideration has the meaning specified in Section 4.1(b)(i).
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Preferred Cash Consideration means $400,000 as adjusted pursuant to Section 2.1.3., less the aggregate Management Cash Amount.
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Preferred Cash Consideration means One Million Dollars ($1,000,000) less one-fourth of the amount of any Cash Shortfall.
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Preferred Cash Consideration shall equal the result obtained by adding (A) the product of (1) the Adjusted Cash Consideration and (2) 0.95 and (B) the Common Cash Reduction Amount.
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Related to Preferred 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.

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

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

  • 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.

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

  • 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.

  • 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).

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

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

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

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

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

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

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

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

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

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

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