Seller Consideration definition

Seller Consideration has the meaning set forth in Section 2.1(b).
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Seller Consideration means the aggregate amount of the First Installment Payment, the Second Installment Payment, the Third Installment Payment, and Milestone Payments, Royalty Payments and Sublicensing Revenue Share Payments actually received by Seller hereunder.
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Seller Consideration means (i) with respect to FIMI IL, the FIMI IL Consideration, (ii) with respect to FIMI DE, the FIMI DE Consideration, (iii) with respect to the CEO, the CEO Consideration, (iv) with respect to the CFO, the CFO Consideration, or (v) with respect to Bronicki, the Bronicki Consideration.
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Examples of Seller Consideration in a sentence

  • Any stockholder of Helio shall not distribute, assign, transfer or convey any shares of Parent Class A Common Stock received as part of the Seller Consideration unless such distribution, assignment, transfer or conveyance is made as part of an ordinary market transaction in compliance with Rule 144.

  • To the extent permitted by Law, any indemnification payment made pursuant to this ARTICLE XII will be treated as an adjustment to the Seller Consideration.

  • The Employee Seller Consideration shall be allocated among the Employee Sellers as set out in Clauses 3.1.3 to 3.1.7 below.

  • The Seller acknowledges that the Seller Consideration Units, Exchange Shares and or the Purchaser Series V Common Stock are subject to dilution for events not under the control of the Seller.

  • For purposes of this Agreement, the liability of the Sellers with respect to Damages shall be deemed to be allocated and borne pro rata based on their respective pro rata shares of the Seller Consideration.

  • The Seller does not have any Contract with any Person to sell, transfer, or grant participations to such Person, or to any third Person, with respect to the Seller Consideration Units, the Exchange Shares or the Purchaser Series V Common Stock.

  • Each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and converted into the right to receive an amount in cash, without interest, equal to the quotient of $117,937,365 (the "Cash Merger Consideration" and, together with the Class B Purchase Price, the "Seller Consideration") divided by the total number of shares of Class A Common Stock issued and outstanding immediately prior to the Effective Time.

  • To the extent that the subject matter of a Seller Claim or a Seller Consideration Claim is capable of remedy, the Buyer will not be liable in respect of that Seller Claim or that Seller Consideration Claim, as the case may be, to the extent that it remedies the relevant breach without a loss, cost or liability to the Seller within [***] following notification of a Seller Claim or a Seller Consideration Claim, as applicable, by the Seller to the Buyer under Clause ‎15.1.1.

  • At the Closing (and subject to Buyer’s payment of the applicable Seller Consideration), Buyer shall acquire good and valid title to such Seller’s Seller Shares, free and clear of any Liens (other than transfer restrictions under applicable securities Laws or a Lien arising solely due to Buyer’s acquisition of such Seller Shares).

  • At 31 December 2005 the Bank had no assets subject to macro-hedging.


More Definitions of Seller Consideration

Seller Consideration has the meaning given in clause 3.1;
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Seller Consideration means, with respect to any Seller, the portion of the Final Aggregate Cash Consideration to be allocated to such Seller by Sellers’ Designee, which portion shall be calculated to effectuate the distribution provisions of each Seller’s organizational documents.
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Seller Consideration means the Cash Consideration and the Stock Consideration.
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Seller Consideration means an amount equal to the U.S. Cash Consideration, the Australia Cash Consideration, the Stock Consideration and the Earnout Consideration (if any), as applicable.
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Seller Consideration means an amount equal to the Cash Consideration, the Stock Consideration and, as applicable, the Post-Closing SPAC Shares (if any).
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Seller Consideration means Two Million Three Hundred Thousand Dollars ($2,300,000), i.e. the number of Seller Shares multiplied by the Purchase Price Per Share.
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Related to Seller Consideration

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

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

  • 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.

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Earnout Consideration has the meaning specified in Section 2.05(a).

  • 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.

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Final Consideration means the entire consideration proposed by a Successful Bidder(s) in the course of the E-Auction, and required to be paid by the Successful Bidder(s) on Consideration Payment Date to acquire the Corporate Debtor as a whole on a going concern.

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

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • 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 $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

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

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

  • 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.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

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