Substitute Consideration definition

Substitute Consideration shall have the meaning set forth in Section 11(a)(iii) hereof.
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Substitute Consideration means (i) the Affected Share or (ii) New Shares and/or Other Consideration exchanged or otherwise received in respect of the Affected Share.
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Substitute Consideration shall have the meaning set forth in Section 5 hereof.
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Examples of Substitute Consideration in a sentence

  • The Board of Directors may determine, in its sole discretion, whether to deliver Exchange Shares or Substitute Consideration.

  • The Board may determine, in its sole discretion, whether to deliver Exchange Shares or Substitute Consideration.

  • Each such notice of exchange will state the method by which the exchange of Common Stock (or Substitute Consideration) for Rights will be effected and, in the event of any partial exchange, the number of Rights which will be exchanged.

  • The Board of Directors, upon the affirmative vote of a majority of the Continuing Directors may determine, in its sole discretion, whether to deliver Exchange Shares or Substitute Consideration.

  • You will forfeit your accumulated cash Dividend Equivalent payment amounts attributable to Units converted to rights to receive Substitute Consideration which are subsequently forfeited, as of the date of such forfeiture.

  • The Board of Directors may determine whether to deliver Exchange Shares or Substitute Consideration.

  • You will be entitled to payment or delivery of your Shares or Substitute Consideration if, when and to the extent you satisfy the service-based vesting conditions that apply to the Shares.

  • The Board of Directors may determine (with the consent of a majority of the Continuing Directors) whether to deliver Exchange Shares or Substitute Consideration.

  • If, despite the best efforts of the Company, there is insufficient Substitute Consideration available to enable each holder of Rights that have not become void pursuant to Section 7(e) to receive aggregate value equal to the Spread, neither the Company nor the members of the Board shall be liable in any respect.

  • If your Shares Deemed Deliverable are replaced by Substitute Consideration, you will be entitled to payment of such Substitute Consideration if, when and to the extent you satisfy the service-based vesting conditions that applied to the Shares Deemed Deliverable to which such Substitute Consideration is attributable (or any more favorable vesting conditions applicable to the Units as may be set forth in the applicable Transaction Agreement).


More Definitions of Substitute Consideration

Substitute Consideration means, with respect to the First Milestone, a cash payment equal to the product of 2,420 shares of Series E Preferred Stock multiplied by the Series E Per-Share Consideration, and with respect to the Second Milestone, a cash payment equal to the product of 3,788 shares of Series E Preferred Stock multiplied by the Series E Per-Share Consideration, in each case the number of shares shall be adjusted for stock splits, dividends, recapitalizations, reorganizations, and the like, if any, affecting the Series E Preferred Stock following the Closing.
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Substitute Consideration has the meaning set forth in Section 3.4.
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Related to Substitute Consideration

  • 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.

  • 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.

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

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

  • 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).

  • Scheme Consideration means, in respect of:

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

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

  • 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.

  • Alternate Consideration shall have the meaning set forth in Section 5(e).

  • 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 specified in Section 2.05(a).

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

  • 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.

  • 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.

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

  • Consideration has the meaning set forth in Section 2.2.

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

  • Additional Consideration has the meaning set forth in Section 3.2.

  • 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.

  • 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.

  • 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).

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