Securities Consideration definition

Securities Consideration means debt or equity securities in Buyer, in an amount and form to be determined by Buyer in an amount and form reasonably acceptable to Buyer, including as to subordination.
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Securities Consideration is defined in Section 2.2(b).
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Securities Consideration means the securities described in Schedule 9.2.
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Examples of Securities Consideration in a sentence

  • Seller has not been furnished with any oral or written representation in connection with the purchase of the Securities Consideration by or on behalf of Buyer that Seller has relied on that is not contained in this Agreement.

  • If holders of Common Stock are given any choice as to the Securities Consideration and Alternate Consideration to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

  • The purchase price paid for the Shares consisted of three components: the Securities Consideration, the Cash Consideration, and the Debt Assumption.

  • If holders of Common Stock are given any choice as to Securities Consideration and Alternate Consideration to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.

  • The Securities Consideration will be duly authorized and validly issued and, upon the issuance of the Securities Consideration as set forth in Section 2.2(b), will be fully paid, nonassessable and free of preemptive rights.

  • Seller understands that Buyer is not under any obligation to register such Securities Consideration on Seller's behalf or to assist Seller in complying with any exemption from registration under the Securities Act or applicable state securities Law, except as set forth in the Transactional Documents.

  • The initial Securities Consideration was issued in full at the closing of the Senhance Acquisition; under the Amendment, the second tranche of the Cash Consideration was restructured, and an additional issuance of 286,360 shares of the Company’s common stock with an aggregate fair market value of €5.0 million occurred in January 2017.

  • The initial Securities Consideration was issued in full at the closing of the Senhance Acquisition; under the Amendment, the Second Tranche of the Cash Consideration was restructured, and an additional issuance of 286,360 shares of the Company’s common stock with an aggregate fair market value of €5.0 million occurred in January 2017.

  • No Seller is a party to any contract or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Securities Consideration.

  • As such, each Seller agrees that in the event that he terminates his relationship with the Company without Good Reason (as defined in the Consulting Agreement pursuant) each such Seller shall be required to return to the Buyer as liquidated damages the Securities Consideration (irrespective of whether such shares have been sold) within ten (10) days of his termination of the Consulting Agreement.


More Definitions of Securities Consideration

Securities Consideration is defined in Section 2.3.2.
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Securities Consideration. Securities Consideration shall mean all common stock, preferred stock not convertible into the common stock of the issuer, bonds and debentures, issued by a corporation, partnership, trust, governmental unit or political subdivisions of same, listed for trading on a national of any country or regional stock exchange with in the United States or quoted on the Nasdaq National or Nasdaq Small Cap over-the-counter markets, partnership interests, limited partnership interests, voting-trust certificates, collateral-trust certificates, certificates of interest in property (tangible or intangible), and investment contracts received by Licensee and/or any one (1) or more Maxpop Shareholders, or which Licensee and/or any one (1) or more Maxpop Shareholders have a right to receive, as consideration for an Acquisition.
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Related to Securities Consideration

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

  • 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).

  • 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.

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions;

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

  • Closing Stock Consideration has such meaning as set forth in Section 2.7(b).

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

  • Sale Consideration means the proceeds of any sale or other disposal of the relevant securities of a Minority Member pursuant to this rule 149.

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

  • 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.

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Aggregate Stock Consideration is defined in Section 2.05C.

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

  • Earnout Consideration has the meaning set forth in Section 2.8.

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

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

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

  • Warrant Consideration has the meaning specified in Section 4(i)(i) hereof.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.