Tender Consideration definition

Tender Consideration means, with respect to any tender or exchange offer, the aggregate of the cash plus the fair market value (as determined in good faith by the Board of Directors, whose good faith determination shall be conclusive and described in a resolution of the Board of Directors) of all non-cash consideration paid in respect of such tender or exchange offer.
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Tender Consideration means, with respect to any tender or exchange offer, the aggregate of the Cash plus the Fair Market Value of all non-Cash consideration paid in respect of such tender or exchange offer.
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Tender Consideration shall have the meaning assigned to such term in the introductory statement to this Agreement.
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Examples of Tender Consideration in a sentence

  • Tender Consideration must be received by Agent prior to 9:00 a.m. New York City time for Payment Event to commence on the same day that Tender Consideration is received by Agent.

  • Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to the Purchaser or its designee any unpaid Tender Consideration deposited with Agent pursuant to Article III, Section 4 hereof.

  • Notwithstanding the foregoing sentence, Article 2 of this Supplemental Indenture shall become operative only upon the payment by Merger Sub of the Total Consideration or the Tender Consideration, as applicable (each as defined in the Offer and Solicitation) due to each consenting Holder, with the result that the amendments to the Indenture effected by Article 2 of this Supplemental Indenture shall not become operative if such payment shall not occur.

  • Section 230 of the Local Government Regulation 2012 allows a local government to enter into medium and large contractual agreements, through the preparation and adoption of a Tender Consideration Plan.

  • A Tender Consideration Plan has been prepared, setting out the background to this matter, the options considered, market and supplier capability analysis, risk analysis and the preferred option recommended to the Council.

  • Upon payment of all outstanding fees and expenses hereunder, Agent shall promptly forward to the Purchaser or its designee any certificate for Shares, Letter of Transmittal, or other document received in connection with the Offer and any unpaid Tender Consideration deposited with Agent pursuant to Section 13 hereof.

  • Exceptions for Medium-Sized and Large-Sized Contractual Arrangements Quote or Tender Consideration Plan LGR 2012, s.

  • Subject to the terms of the Tender Offer and this Agreement, and the satisfaction or waiver of all of the conditions to the Tender Offer, Liberty shall accept for payment all shares of Liberty Common Stock validly tendered and not validly withdrawn pursuant to the Tender Offer promptly after the Expiration Time and pay the Tender Consideration for such shares as soon as practicable (and, in any event, no more than three (3) Business Days) after the Expiration Time.

  • Local Government Regulation 2012 (Regulation), Council resolve to adopt Tender Consideration Plan number 10590 that was prepared for the provision of Supply and Delivery of Light Vehicles.as detailed in the report by the Category Specialist dated 19 October 2021.

  • Tendering Holders should indicate in the applicable box or boxes the name and address to which Notes for principal amounts not tendered or not accepted for purchase or checks for payment of the Tender Consideration and accrued and unpaid interest to be made in connection with the Offer are to be issued or sent, if different from the name and address of the registered Holder signing this Letter of Transmittal.


More Definitions of Tender Consideration

Tender Consideration means the cash consideration to be paid to stockholders of the Company for their shares of common stock of the Company that have been tendered to MergerCo in the Tender Offer and are accepted for payment in the Tender Offer in accordance with the provisions of the Merger Agreement.
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Tender Consideration. Tender price per Bond: Offer Price less Consent Fee plus accrued and unpaid interest to payment date. Consent Fee per Bond: $30 per $1,000. Total Payment per Bond: Offer Price plus accrued and unpaid interest to payment date.
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Tender Consideration means the Early Tender Consideration and the Subsequent Tender Consideration; and “Tender Instruction” has the meaning given to it in the Memorandum.EXTRAORDINARY RESOLUTIONIN RESPECT OF THE U.S.$500,000,000 4.375 PER CENT. NOTES DUE 2024 (ISSUED IN TWO TRANCHES OF U.S.$400,000,000 AND U.S.$100,000,000ON 4 OCTOBER 2019 AND 29 OCTOBER 2019, RESPECTIVELY)
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Tender Consideration shall have the meaning assigned to such term in the Preliminary Statements.
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Tender Consideration has the meaning specified in the preliminary statements to this Agreement.
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Tender Consideration means, with respect to any tender or exchange offer, the aggregate of the cash plus the Fair Market Value of all non- cash consideration paid in respect of such tender or exchange offer.
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Related to Tender Consideration

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

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

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

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

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

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

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

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

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

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

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.

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

  • 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.

  • 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).

  • 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.

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

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

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