Subsequent Consideration definition

Subsequent Consideration shall have the meaning set forth in Section 2.2.
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Subsequent Consideration means amounts payable to the Sellers after the Closing, including any payments pursuant to Section 7.2(b).
Sample 1Sample 2
Subsequent Consideration. (A) Twenty-six Million Dollars in cash, or (B) the number of Shares initially equal to US$26,000,000 divided by the average closing price on NASDAQ for the Common Stock for the five (5) Business Days prior to Closing, as adjusted pursuant to Section 13, or (C) any combination of (A) and (B) above, as determined by the Buyer on the Closing Date. The number of Shares issued as Subsequent Consideration shall be proportionally adjusted to reflect any stock dividend, stock split, reverse stock split, combination of shares, reclassification, recapitalization or other similar event altering the number or type of outstanding shares of Common Stock following the Closing.
Sample 1

Examples of Subsequent Consideration in a sentence

  • The Aggregate Subsequent Consideration Shares shall be allocated among the Stockholders (other than those who are holders of Dissenting Shares who shall not be entitled to receive any portion of the Aggregate Subsequent Consideration Shares) in accordance with their respective interests as determined pursuant to Section 3.6(a).

  • Within thirty (30) days after receiving the Subsequent UCB Payment, LeukoSite shall cause its transfer agent to issue to each Stockholder a stock certificate or stock certificates representing the portion, if any, of the Aggregate Subsequent Consideration Shares to which such Stockholder is entitled.

  • The Subsequent Consideration Shares will not be listed and will be non-voting until transferred from the Trust to Barclays (or its wholly-owned subsidiary, Barclays Africa Group Holdings Limited) in the future, together with an adjustment payment equal to an amount of gross dividend which the Trust would have received had it held such shares as at 31 December 2012.

  • The transactions contemplated by Section 1(c) hereof, if they are consummated, shall be consummated promptly following the Unitholders’ contribution of the Subsequent Consideration Shares to Holdings, in accordance with the Redemption Agreement or on such other date as may be agreed upon between Holdings and the Company (the “Subsequent Closing”).

  • In the event that any of the Subsequent Closing Target Companies do not transfer into Barclays Africa Limited on or before the Subsequent Closing Long Stop Date (and therefore do not form part of the Proposed Transaction), then the number of Subsequent Consideration Shares equivalent to the value of each such Subsequent Closing Target Company shall be returned to Absa Group by the Trust and shall be cancelled.

  • Each Transferor shall be entitled to receive, subject to the provisions of this Agreement, his Pro Rata Portion of the Initial Consideration and the Subsequent Consideration (together, the "MERGER CONSIDERATION") in the manner, at the times and in the amounts set forth in this Section 2.02.

  • The Subsequent Consideration Shares will not be listed and will be non- voting until transferred from the Trust to Barclays (or its wholly-owned subsidiary, Barclays Africa Group Holdings Limited) in the future, together with an adjustment payment equal to an amount of gross dividend which the Trust would have received had it held such shares as at 31 December 2012.

  • Class B Stock then held by Holdings (collectively, the "Subsequent Consideration Shares" and, together with the Initial Consideration Shares, the "Consideration Shares"), a number of shares (including fractional shares) of Class B Stock (the "Subsequent Shares" and, together with the Initial Shares, the "Shares") having a value that, when combined with the value of all of the Initial Shares issued to Holdings in the Initial Closing in respect of the shares of Laundry Corp.

  • To the extent that Buyer elects to pay any portion of the Subsequent Consideration in cash, any right of setoff pursuant to this Section 13.7 shall be first applied against such cash portion of the Subsequent Consideration, if any.

  • D Status of Subsequent Consideration Attribute Checks for the Captive Loans can generally be implemented using the following three methods.


More Definitions of Subsequent Consideration

Subsequent Consideration means with respect to each Target Equityholder set forth on Schedule 1.6(b) (i) the number of shares of Parent Common Stock set forth opposite such Target Equityholder’s name on Schedule 1.6(b) (less any such shares of Parent Common Stock that constitute Escrow Shares), and (ii) an amount of the Total Cash Consideration equal to the product obtained by multiplying (x) the Total Cash Consideration by (y) the percentage set forth opposite such Target Equityholder’s name on Schedule 1.6(b).
Sample 1
Subsequent Consideration means that portion, if any, of the Indemnity Escrow Amount disbursed to the Equityholders in accordance with this Agreement and the Escrow Agreement.
Sample 1
Subsequent Consideration shall consist of the 2005 Consideration Amount, the 2006 Consideration Amount and the 2007 Consideration Amount, and shall be determined and paid as follows: (i) The "2005 CONSIDERATION AMOUNT" shall be an amount equal to the product of ((A) 2005 Net Income, (B) 8.5 and (C) 0.50)) minus $3,000,000, and shall be paid by the Purchaser no later than twenty (20) days after receipt by the Purchaser and the Transferors of the 2005 Financials (the date of such payment, the "FIRST SUBSEQUENT CONSIDERATION PAYMENT DATE"). (ii) The "2006 CONSIDERATION AMOUNT" shall be an amount equal to the product of ((A) 2006 Net Income, (B) 8.5 and (C) 0.25)), and shall be paid by the Purchaser no later than twenty (20) days after receipt by the Purchaser and the Transferors of the 2006 Financials (the date of such payment, the "SECOND SUBSEQUENT CONSIDERATION PAYMENT DATE"). (iii) The "2007 CONSIDERATION AMOUNT" shall be an amount equal to the product of ((A) 2007 Actual Net Income, (B) 8.5 and (C) 0.25)), and shall be paid by the Purchaser no later than ten (10) days after receipt by the Purchaser and the Transferors of the 2007 Financials (the date of such payment, the "THIRD SUBSEQUENT CONSIDERATION PAYMENT DATE" and, together with the First Subsequent Consideration Payment Date, and the Second Subsequent Consideration Payment Date, the "SUBSEQUENT CONSIDERATION PAYMENT Dates").
Sample 1
Subsequent Consideration means the sum, if any, of the NDA Subsequent Payment Amount, the EMA Subsequent Payment Amount, the MA Subsequent Payment Amount and the Sales Subsequent Payment Amount, it being understood between the Parties that such Subsequent Consideration is merely possible and are conditioned upon the occurrence of certain events as provided for under this Agreement.
Sample 1
Subsequent Consideration the sum of £750,000;
Sample 1

Related to Subsequent Consideration

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

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

  • 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.

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

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

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

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

  • 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.

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

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

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

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

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

  • Base Consideration has the meaning set forth in Section 1.2.

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • 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.

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

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • 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.

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

  • 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.

  • 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.

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