Restricted Consideration definition
Examples of Restricted Consideration in a sentence
Subject to Section 1.2(a)(ii)(C) below, the Restricted Consideration shall be held in escrow by the Trust until the date or dates upon which such Restricted Consideration vests in accordance with this paragraph.
If any Non-Dissenting Stockholder holds Restricted Company Shares (as defined in Section 1.4(d)), the amount contributed to the Escrow Fund on behalf of such Non-Dissenting Stockholder pursuant to this Section 1.4(c) shall, to the extent possible, consist of Merger Consideration that constitutes Restricted Consideration (as defined in Section 1.4(d)).
The Sellers undertake to comply in all respects with the provisions of Section 2.8 of National Instrument 45-102—Resale of Securities, if applicable, with respect to the Transfer of Consideration Shares (whether or not Restricted Consideration Shares) pursuant to the provisions of this Section 6.16 that would so constitute a “control distribution, if any, as well as with any substantially comparable “affiliate” resale restrictions and other provisions under Applicable Securities Laws of the United States.
Each Restricted Stockholder shall execute appropriate agreements, substantially in the form of Exhibit C hereto, giving effect to this Section 1.2(a)(ii) and acknowledging that the Deferred Consideration or Restricted Consideration, as the case may be, shall be held as collateral for any note made by such Restricted Stockholder to the Company, if any, in connection with the original issuance of such Restricted Stockholder's shares of Restricted Stock until the discharge of such note.
On the fifth Business Day following the Expiration Date, the Escrow Agent will release to the Seller the amount of any remaining value of the Escrow Fund, minus such number of Kitov Shares which are still subject the resale restrictions under Section l5C of the Israel Securities Law and Section 5 of the Israeli Securities Regulations (Details Regarding Sections 15A-15C of the Securities Law-1968) - 2000 (“Statutorily Restricted Consideration Shares”).
On the fifth Business Day following the Expiration Date, the Escrow Agent will release to the Seller the amount of any remaining value of the Escrow Fund, minus such number of Consideration Shares which are still subject the resale restrictions under Section l5C of the Israel Securities Law and Section 5 of the Israeli Securities Regulations (Details Regarding Sections 15A-15C of the Securities Law-1968) - 2000 (“Statutorily Restricted Consideration Shares”);.