Purchaser Consideration definition

Purchaser Consideration shall have the meaning ascribed to such term in Section 3.02(a);
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Purchaser Consideration means an amount equal to the Consideration less the Redemption Consideration.
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Purchaser Consideration shall have the meaning ascribed to such term in the Merger Agreement.
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Examples of Purchaser Consideration in a sentence

  • The landlord is responsible for all cost if the tenant does not pay the above cost.)Sale and Purchase of Properties• For Vendor / Purchaser:- Consideration below HKD5,000,000 1% on consideration New customer sellingproperty through the Bank can enjoy 25% commission discount- Consideration HKD5,000,000 or aboveNegotiableFootnotes:The above services are provided by CMB Wing Lung Property Management Limited (Estate Agent’s Licence No.: C-020523), a wholly owned subsidiary of CMB Wing Lung Bank Limited.

  • The Purchaser Consideration Shares, when issued and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized and validly issued, fully paid and non-assessable, and will be free and clear of any Encumbrances and restrictions on transfer other than any restrictions or conditions on transfer under this Agreement, Purchaser’s Constitutional Documents, each as amended, and under applicable Laws.

  • The landlord is responsible for all cost if the tenant does not pay the above cost.)Sale and Purchase of Properties• For Vendor / Purchaser:- Consideration below HKD5,000,000 1% on consideration- Consideration HKD5,000,000 or aboveNegotiableFootnotes:The above services are provided by CMB Wing Lung Property Management Limited (Estate Agent’s Licence No.: C-020523), a wholly owned subsidiary of CMB Wing Lung Bank Limited.

  • After the Lock-up Period and upon the request of the Seller, the Purchase shall use its best efforts to facilitate the conversion of the Purchaser Consideration Shares into ADSs in accordance with ADS conversion procedures of the Depositary.

  • Upon the foregoing written notice, the Seller is entitled and may elect to repurchase all of the Subject Shares (“Seller Cancellation Option Shares”) from the Purchaser or its assignees at the sole consideration of Purchaser Consideration Shares (“Seller Cancellation Option”).

  • At or prior to the Effective Time and subject to consummation of the transactions contemplated by this Agreement, the Purchaser shall offer to purchase each warrant outstanding immediately prior to the Closing for a purchase price equal to the difference between (i) the product of the number of shares of Seller Common Stock into which such warrant is exercisable multiplied by the amount of Purchaser Consideration, and (ii) the amount of the exercise price of such warrant.

  • Table 6: Priorities obtained among the Sub-Attributes of The Purchaser Consideration.

  • The Purchaser Consideration Shares (with respect to the Seller) or the Subject Shares (with respect to the Purchaser), which are subject to the lock-up under this Section 5.11, may be released at any time prior to the expiration of the Lock-up Period if there is a written consent of the Purchaser or the Seller, as applicable, for the release of such shares.

  • Upon completion of the Post Closing Audit, the Purchaser shall provide a statement to the Sellers indicating the details and amount of Variance Amounts if any on the basis of the audited financial statements and the Purchaser’s assessment of the Purchaser Consideration after considering the Variance Amounts (“Variance Amount Statement”).

  • All certificates formerly representing Seller Common Stock shall be deemed canceled and of no further effect in representing an equity interest in the Surviving Corporation, and from and after the Closing shall represent only the right to receive the Purchaser Consideration to which the holders thereof are entitled in accordance with the terms of this Agreement.


More Definitions of Purchaser Consideration

Purchaser Consideration means the number of shares (or fraction of a share) of fully paid and nonassessable American Depositary Receipts representing American Depositary Shares of Purchaser ("Purchaser Stock"), each of which represents four (4) Preferred Limited Voting Ordinary Shares of Purchaser, that shall be determined by multiplying (A) the Exchange Ratio by (B) the Purchaser Fraction (as defined below); provided, however, that if Purchaser shall have delivered a SPA Cash Payment Election Notice, the Purchaser Consideration shall mean (x) the number of shares (or a fraction thereof) of Purchaser Stock that shall be determined by multiplying (1) the Exchange Ratio by (2) the Purchaser Fraction by (3) the Stock Fraction (as defined in the Stock Purchase Agreement) and (y) an amount in cash that shall be determined by multiplying (1) the same price per share of Xxxxxx Common Stock as is paid to GM pursuant to Section 2.1 of the Stock Purchase Agreement for the Variable Price Shares (as defined in the Stock Purchase Agreement) by (2) the Purchaser Fraction by (3) the Cash Fraction (as defined in the Stock Purchase Agreement); and
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Purchaser Consideration has the meaning given in Section 5.
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Related to Purchaser Consideration

  • 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.

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

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

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.

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

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

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

  • 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.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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

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

  • 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.

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

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

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

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • 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.