Preferred Exchange Consideration definition

Preferred Exchange Consideration means each $10.00 of Matrix Preferred Interests (based on adjusted capital accounts of the holders) of Matrix Investments, L.P. outstanding immediately prior to the Matrix Merger Effective Time shall be exchanged for one validly issued, fully paid and nonassessable share of Series B Preferred Stock of Parent.
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Preferred Exchange Consideration has the meaning set forth in Section 2.01.
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Preferred Exchange Consideration has the meaning set forth in Section 3.03(c).
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Examples of Preferred Exchange Consideration in a sentence

  • Prior to the Closing, the Parent will deliver to each of the Holders a Letter of Transmittal, in substantially the form attached hereto as Exhibit C, to be used by each Holder for surrendering to Parent certificates, if any, representing all of such Holder’s Matrix Preferred Interests in exchange for the right to receive the Preferred Exchange Consideration.

  • Parent shall deliver 100% of the Preferred Exchange Consideration payable to each respective Holder against delivery by such Holder of a Letter of Transmittal together with all certificates, if any, representing such Holder’s Matrix Preferred Interest conveying all of such Holder’s Matrix Preferred Interests to Parent at Closing.

  • At the Closing, the parties will release or cause the Escrow Agent to release the escrowed documents from escrow to the parties designated to receive such documents under this Agreement, and Parent shall pay and deliver the Preferred Exchange Consideration to the Holders as prescribed in this Agreement.

Related to Preferred Exchange Consideration

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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

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

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

  • Party B Interim Exchange Amount In respect of each Interim Exchange Date, the Sterling equivalent of the Party A Interim Exchange Amount for such Interim Exchange Date converted by reference to the Dollar Currency Exchange Rate.

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

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

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

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

  • 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.

  • Base Merger Consideration means $1,200,000,000.

  • 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.

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Share Exchange Agreement has the meaning specified in the Recitals.

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

  • Party A Interim Exchange Amount In respect of each Interim Exchange Date, an amount in Dollars equal to the principal amount of the Relevant Notes redeemed on such Interim Exchange Date.

  • Exchange Contract means a contract for Commodity approved by SFC and the HKFE for trading on one of the markets from time to time established and operated by the HKFE which may result in a Futures Contract and/or an Options Contract.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

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

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

  • Additional Common Shares means all common stock (including reissued shares) issued (or deemed to be issued pursuant to Section 2) after the date of the Warrant. Additional Common Shares does not include, however, any common stock issued in a transaction described in Sections 2.1 and 2.2 of the Warrant; any common stock Issued upon conversion of preferred stock outstanding on the date of the Warrant; the Shares; or common stock Issued as incentive or in a nonfinancing transaction to employees, officers, directors, or consultants to the Company.