Retained Consideration means £3,250,000;
Retained Consideration in respect of the relevant portion of the Sale Capital, the aggregate sum (or its US dollars equivalent) set opposite each Vendor's name in column (7) of Part B of Schedule 1; "Sale Capital" - collectively the 28 per cent. of the registered capital of the Company to be sold by Kartek, the 13.68 per cent. of the registered capital of the Company to be sold by ZPB and 18.32 per cent. of the registered capital of the Company to be sold by ZTB to the Purchaser (as set out in Column (3) of Part B of Schedule 1) pursuant to the terms and conditions or this Agreement;
Retained Consideration the amount of HK$1,200,000;
Examples of Retained Consideration in a sentence
The cash proceeds arising from the sale of these Retained Consideration Shares are placed in the segregated account, together with the remaining Retained Consideration Shares, for a duration not exceeding 48 months from 28 February 2023.
As at 30 June 2023, the related cash and remaining Retained Consideration Shares amounted to approximately$195,238,000 and $232,050,000 and are recorded within “Bank balances, deposits & cash” and “Short term investments” respectively.
Arising from the completion of the Proposed Combination on 28 February 2023 (as described in Note 14), the Group received 3,411,858,604 Consideration Shares, amounting to approximately $392 million, as Retained Consideration Shares.
In this case, the district court engaged in a lengthy discussion with Isom after Isom expressed his concerns about his representation and his belief that he was not provided with appropriate discovery.
Other than the payment of Adjusted Retained Consideration, the Purchaser shall not be liable to pay to any of the Vendors any further sum/amount pursuant to this Agreement.
More Definitions of Retained Consideration
Retained Consideration the amount of HK$900,000 in cash;
Retained Consideration the amount of US$5,000,000.00 (subject to adjustment in accordance with Clause 7);
Retained Consideration shall have the meaning set forth in Section 3.4(e).
Retained Consideration means a number of shares of Parent Common Stock equal to (w) the Estimated SLJV Component, multiplied by (x) the portion of the outstanding interests in ELLC (expressed as a percentage) represented by the Retained Interest, mutiplied by (y) the SLJV-ELLC Percentage, divided by (z) the Implied Per Share Price. Notwithstanding any provision herein to the contrary, the number of shares of Parent Common Stock issuable at the Closing as Company Merger Consideration shall be reduced by the number of shares equal to the Retained Consideration. In addition, the Index of Defined Terms to the Agreement shall be amended by (x) adding the appropriate references to the defined terms “Eldorado Resorts”, “Retained Consideration”, “Retained Interest” and “Retained Interest Agreement” and (y) deleting the definition of “Delayed Consideration”.
Retained Consideration has the meaning ascribed to it in Clause 3.2.1;
Retained Consideration means an amount equal to One Hundred Thousand Dollars ($100,000). Within three (3) business days after the date on which an aggregate of fifteen (15) Leases has been assigned by Assignors to Assignee pursuant to the terms of this Agreement (the "Release Date") (whether at a Closing or at one or more Subsequent Closings (as defined below)), Assignee shall transfer to Assignors by wire transfer of immediately available funds, an amount equal to the difference between (i) Fifty Thousand Dollars ($50,000), minus (ii) the sum of (A) all amounts owed to Assignee pursuant to Section 2.2(b)(ii)(B) (relating to an adjustment to the Purchase Price), (B) all amounts owed to Assignee pursuant to Section 9.2 (relating to indemnification) and (C) the amount of all claims of Assignee pursuant to Section 9.2 which have not been resolved on or prior to such date for which notice of such claims has been given prior to the Release Date, and Assignee shall be entitled to retain an amount equal to the sum of the amounts set forth in the preceding clauses (i), (ii) and (iii) plus Fifty Thousand Dollars ($50,000). On the date which is ninety (90) days after the Closing Date, Assignee shall transfer to Assignors by wire transfer of immediately available funds, the remainder of the Retained Consideration, less the aggregate of (i) all amounts owed to Assignee pursuant to Section 2.2(b)(ii)(B) (relating to an adjustment to the Purchase Price) and (ii) all amounts owed to Assignee pursuant to Section 9.2 (relating to indemnification) and (iii) the amount of all claims of Assignee pursuant to Section 9.2 which have not been resolved on or prior to such date for which notice of such claims has been given prior to such ninetieth (90th) day, and Assignee shall be entitled to retain an amount equal to the sum of the amounts set forth in the preceding clauses (i), (ii) and (iii).
Retained Consideration shall have the meaning given in clause 4.7.2; "Saving" means the reduction or elimination of any liability of the Group to make an actual payment of corporation tax in respect of which the Sellers would not have been liable under the Tax Covenant, by the use of any Relief arising wholly as a result of a Warranty claim or a liability of the Sellers under the Tax Covenant in respect of which the Sellers have made a payment to the Purchaser; "Seller's Solicitors" means Xxxxxx Xxxxxxx Xxxx of Wallside House, 00 Xxxxx Xxxxxxx Xxxx, Xxxxxxxxx Xxxxx, Xxxx XX0 1EG; "Shares" means all the issued shares in the capital of the Company; "Subsidiary" means the subsidiary companies of the Company, basic information concerning which being set out in Schedule 7; "Tax Authority" means any Taxing or other Authority (whether within or outside the United Kingdom) competent to impose any Tax liability; "Tax Covenant" means the tax covenant set out in Schedule 4; "Tax" or "Taxation" shall have the meaning given in the Tax Covenant; "Taxes Act" means the Income and Corporation Taxes Xxx 0000; "TGCA" means the Taxation of Chargeable Gains Xxx 0000; "VAT Legislation" means any relevant enactments in relation to VAT and all notices, provisions and conditions made or issued thereunder including the terms of any agreement reached with any relevant Tax Authority, and any concession referred to in the Disclosure Letter;