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Shareholder Cash Consideration definition

Shareholder Cash Consideration means the difference between the Aggregate Cash Consideration minus the Aggregate Option Consideration.
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Shareholder Cash Consideration means that portion of the Total Shareholder Consideration to be paid in cash to the Company shareholders (inclusive of any portion of such amount to be retained in the Escrow Fund), as such amount shall be determined by the Acquirer within 24 hours following the close of trading of Acquirer Common Stock on the Nasdaq Global Select Market on the tenth of the twelve consecutive trading days prior to the Closing Date, but in no event shall the Shareholder Cash Consideration exceed fifty percent (50%) of the Total Shareholder Consideration.
Sample 1
Shareholder Cash Consideration means the difference between (i) the Aggregate Cash Consideration, less (ii) the Aggregate Non-Exercising Option Holder Payment.
Sample 1

Examples of Shareholder Cash Consideration in a sentence

  • This subsection should describe how fire is used in the community forest and the particular fire practices that are a threat to the forest.

  • On the business day before the Closing Date, IBG shall deposit or cause to be deposited in trust with Xxxxx Fargo Bank, N.A. (the “Exchange Agent”) the Shareholder Cash Consideration and the IBG Shares in book entry form which the holders of IBI Shares are entitled to receive pursuant to Section 1.05.

  • IBG shall have delivered, or caused to be delivered, to the Exchange Agent, the Shareholder Cash Consideration and IBG Shares issuable to the holders of the IBI Shares pursuant to Section 1.05, and IBI shall have received evidence of the same from IBG.

  • The Basic Consideration shall be allocated among the Shareholders as follows: Parent Cash for Applicable Name of Shareholder Cash Consideration Common Stock Fractional Shares Percentage ------------------- ------------------ ------------ ----------------- ---------- Xxxxxx X.

  • A cash amount equal to the quotient of (i) the Shareholder Cash Consideration, divided by (ii) the number of IBI Shares outstanding immediately before the Effective Time (the “Per Share Cash Consideration”).

  • Notwithstanding anything herein to the contrary, the amount of Shareholder Cash Consideration which each Wireless Shareholder shall be paid shall be reduced by such Wireless Shareholder's Excess Expense Share.

  • The Per Shareholder Cash Consideration and the Per Shareholder Stock Consideration allocable to each Shareholder is set forth on Schedule 2.3.

  • Notwithstanding the foregoing or anything in this Agreement to the contrary, if Wireless incurs more than $500,000 of Wireless Transaction Expenses, the amount in excess of $500,000 shall be paid out of the Shareholder Cash Consideration ("Excess Wireless Transaction Expenses"), each Wireless Shareholder to bear a share of such Excess Wireless Transaction Expenses which is proportionate to the Shareholder Cash Consideration which such Wireless Shareholder is entitled to receive ("Excess Expense Share").

  • According to Pothier, however, liberty and equality do not legitimize the construction of a new social order among individuals: They simply coexist with Roman law and other sources of legal obligation, even though this may give rise to conceptual inconsistencies, making it necessary to rely on rhetorical devices to carry on with the scientific laying out or arrangement of the legal system.


More Definitions of Shareholder Cash Consideration

Shareholder Cash Consideration means the sum of (i) the Stock Price Per Share multiplied by the total number of Outstanding Shares of Wireless Capital Stock (other than Series F Preferred Stock and Series G Preferred Stock) immediately prior to the Effective Time, (ii) the Series F Stock Price Per Share multiplied by the total number of Outstanding Shares of the Series F Preferred Stock immediately prior to the Effective Time and (iii) the Series G Stock Price Per Share multiplied by the total number of Outstanding Shares of the Series G Preferred Stock immediately prior to the Effective Time.
Sample 1

Related to Shareholder Cash Consideration

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

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

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

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash 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).

  • Aggregate Stock Consideration is defined in Section 2.05C.

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

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

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

  • 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.

  • 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.

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

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

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

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

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

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

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

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

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

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

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

Most Referenced Clauses

Most Referenced Definitions