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 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.

  • 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.

  • The Purchaser Consideration Shares or the Subject Shares, 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.

  • All restrictions with respect to shares of Seller Common Stock to be converted into the right to receive Purchaser Consideration that were issued in restricted stock awards pursuant to the Seller's Amended and Restated Executive Incentive Stock Option Plan shall lapse immediately prior to the Effective Time.

  • A wire transfer of immediately available funds payable to Seller or its order in the amount of the Purchaser Consideration.

  • Guarantors hereby unconditionally and irrevocably guarantee in favour of Corporation the due and punctual payment and performance by Purchaser of each and every obligation of Purchaser hereunder, including the payment of the aggregate Purchaser Consideration payable to Shareholders in accordance with the terms of this Agreement and the Plan of Arrangement and the payment of the Reverse Termination Fee (as applicable).

  • By: [●] ANNEX A Purchaser Consideration Delivered by Purchaser to Company Securities Purchased by Purchaser [●] $[●] a) [●] common shares of Brazil Minerals, Inc.

  • As full consideration for the purchase of the Data, Purchaser shall pay Seller the amount of Four Hundred Thousand Dollars ($400,000.00) ("Cash Payment") and 159,236 shares of common stock of Purchaser, par value $0.001, subject to equitable adjustment in the event that, prior to the Closing Date, there is any share split, subdivision, combination, share dividend, extraordinary dividend or reorganization involving shares of common stock of Purchaser ("Consideration Shares").

  • As of the Effective Time, all certificates formerly representing Seller Preferred Stock shall be deemed canceled and shall not represent 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.

  • Upon a written request by Purchaser provided to Corporation at least 10 Business Days before the anticipated Effective Date, Corporation will consider and determine in good faith, but in its sole discretion, if it has available cash on hand that can be reasonably advanced to the Purchaser to be used by the Purchaser for the purposes of paying a portion of the Purchaser Consideration in accordance with Section 2.9 and the Plan of Arrangement.


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).

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

  • Merger Consideration has the meaning set forth in Section 3.1(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 shall have the meaning set forth in Section 5.01.

  • 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 $500,000,000, your Sale Bonus would be $500,000. 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 2.08(a).

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

  • Earn-Out Consideration is defined in Section 2.5(c).

  • 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 2.02

  • 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).

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

  • 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.

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

  • Purchase Price Adjustment Escrow Amount means $3,000,000.

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).