Restricted Consideration definition

Restricted Consideration is an interest in AOL Time Warner or an entity that, directly or indirectly, owns interests in cable systems or cable programming networks which are attributable under then current FCC Regulations to AOL Time Warner.
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Restricted Consideration means the portion of the Merger Consideration payable to any Stockholder that is subject to a Stock Vesting Agreement.
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Restricted Consideration means the portion of the Transaction Consideration payable to the Vesting Shareholder that is subject to the Transaction Consideration Vesting Agreement. “Returns” has the meaning set forth in Section 3.21(b). “Section 338(h)(10) Election” has the meaning set forth in Section 7.10(f). “Section 1542” has the meaning set forth in Section 7.11(k).
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Examples of Restricted Consideration in a sentence

  • If, prior to the date on which the Restricted Consideration is fully vested, there is a change in control of Wolt or DoorDash or the key employee’s employment is involuntarily terminated without “cause,” due to such key employee’s death or “disability” or for “good reason,” then a portion of such key employee’s then-unvested Restricted Consideration will become immediately vested, subject to such key employee (or his or her estate, as applicable) timely signing and not revoking a release of claims.

  • In addition, certain key employees of Wolt entered into stock restriction agreements with DoorDash prior to the execution of the Share Purchase Agreement, which agreements provide the Restricted Consideration will be subject to a four-year time-based vesting schedule as set forth in the stock restriction agreement, subject to the key employee’s continued employment with Wolt, DoorDash or one of their subsidiaries through the applicable vesting date.

  • If, prior to the date the Restricted Consideration is fully vested, there is a change in control of Wolt or DoorDash or the key employee’s employment is involuntarily terminated without “cause,” due to the key employee’s death or “disability” or for “good reason,” then a portion of the key employee’s then-unvested Restricted Consideration will become immediately vested, subject to the key employee (or his or her estate, as applicable) timely signing and not revoking a release of claims.

  • 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”).

  • 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 Department projects a revenue deficit of approximately $0.6 million due mainly to lower than expected recording fees, offset by salary and fringe benefit savings of $0.5 million.

  • 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 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”);.

Related to Restricted Consideration

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • 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.

  • 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.

  • 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.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.

  • 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.

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

  • Additional Consideration has the meaning set forth in Section 3.2.

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

  • 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.

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

  • Qualifying Equity Interests means Equity Interests of the Company other than Disqualified Stock.

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

  • 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.

  • Restricted Common Stock means shares of Common Stock which are, or which upon their issuance on the exercise of this Warrant would be, evidenced by a certificate bearing the restrictive legend set forth in Section 9.1(a).

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

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

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

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

  • 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));

  • Share Consideration has the meaning given to it in Section 2.2;

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Qualified Equity Interests means any Equity Interests that are not Disqualified Equity Interests.

  • Option Consideration has the meaning set forth in Section 3.3(a).