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 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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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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Examples of Restricted Consideration in a sentence

  • Furthermore, if at any point during the Hold Period, the market price of a Common Share (as determined by calculating the volume-weighted average price of Common Shares on the TSX for a consecutive 5-trading day period) is equal to or greater than $15.06, then 50% of each Redecan Shareholder’s remaining Restricted Consideration Shares shall immediately be released from the restriction on transfer described above notwithstanding the Hold Period.

  • 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)).

  • 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”);.

  • 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.

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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • 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 Issuer or one of its Restricted Subsidiaries 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, less the amount of 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 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 Debt and/or Guaranties, “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 Debt 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 by Holdings or its Restricted Subsidiaries.

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower 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).

  • 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 2.3(b)(ii).

  • Restricted Common Stock means shares of Common Stock which are, or which upon their issuance upon the exercise of any Warrant would be required to be, evidenced by a certificate bearing the restrictive legend set forth in Section 3.2.

  • 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 is defined in Section 2.5(c).

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • 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).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Additional Ordinary Shares means Ordinary Shares issued by the Guarantor following the issuance of the Subscribed Ordinary Shares;