Additional Consideration has the meaning set forth in Section 3.2.
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.
Option Consideration has the meaning set forth in Section 3.3(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.
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).
Base Consideration has the meaning set forth in Section 1.2.
Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
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.
Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).
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.
Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.
Earnout Consideration has the meaning specified in Section 2.05(a).
Initial Reference Price means the official closing price of the Underlying Share on Strike Date.
Share Consideration has the meaning given to it in Section 2.2;
Conversion Consideration shall have the meaning specified in Section 14.12(a).
Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).
Purchase Price and Terms Letter With respect to each purchase of a Mortgage Loan Package hereunder, that certain letter agreement setting forth the general terms and conditions of such transaction consummated herein and identifying the Mortgage Loans to be purchased hereunder, by and between the Company and the Purchaser. Purchaser: Xxxxxx Brothers Bank, FSB or its successor in interest or any successor to the Purchaser under this Agreement as herein provided.
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Stock Consideration has the meaning set forth in Section 2.01(c).
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.
Membership Fees means the fees established pursuant to the By-Laws of the Union as the fees payable by the members of the Bargaining Unit, and shall not include any initiation fee, insurance premium, or any other levy.
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).
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.