Total Consideration Amount definition

Total Consideration Amount means (with respect to any Permitted Acquisition, or series of related Permitted Acquisitions) $50,000,000; provided that if at least 90% of the total consideration with respect thereto (as determined in accordance with Section 8.02(l) of this Exhibit E) is paid in shares of Parent Common Stock, such amount shall be $[200,000,000].
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Total Consideration Amount means the sum of the Upfront Consideration Amount and the Hold-Back Amount.
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Total Consideration Amount means $693,000,000 minus (i) the Net HSE Indebtedness and (ii) minus the HSE Transaction Expenses.
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Examples of Total Consideration Amount in a sentence

  • Where the Co-owners / Developer does not exercise the above right of pre-emption then in that event transfer of rights before the completion and handover of the Apartment, the Allottee shall pay a transfer fee equivalent to 1% of the Total Consideration Amount plus GST thereupon.

  • Subject to the conditions of the Offer, on the Settlement Date, we will accept for purchase the maximum number of validly tendered and not properly withdrawn Securities that does not result in our paying a Total Consideration Amount in excess of the Maximum Aggregate Purchase Amount, subject to proration as described above in Section 1.

  • In determining proration of tendered Securities, the amount accepted from each holder that has validly tendered and not properly withdrawn Securities will be reduced by a percentage determined by the following formula: Proration Percentage = (TA — MA) / TA where: TA = Total Consideration Amount MA = Maximum Aggregate Purchase Amount The Company reserves the right, but is not obligated, to increase the Maximum Aggregate Purchase Amount in its sole and absolute discretion.

  • It is possible to operate SFNs which do not fulfill the guard interval condition if the self-interference is properly planned and monitored.

  • Such consent payment is in addition to any Total Consideration Amount or Exchange Consideration that may be payable to a holder in respect of its Old Notes accepted for exchange.

  • Any acceptance of any portion of the Agreement shall be deemed an acceptance by Seller of all of these terms as written, without alteration.

  • If the Total Consideration Amount of Securities that are validly tendered and not properly withdrawn as of the Expiration Time exceeds the Maximum Aggregate Purchase Amount, we will accept for purchase that number of Securities that does not result in the Total Consideration Amount exceeding the Maximum Aggregate Purchase Amount.

  • We are offering to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal, Securities in an amount such that the Total Consideration Amount for such Securities will not exceed the Maximum Aggregate Purchase Amount.

  • If the Total Consideration Amount of Securities that are validly tendered and not properly withdrawn as of the Expiration Date exceeds the Maximum Aggregate Purchase Amount, we will accept for purchase that number of Securities that does not result in our purchasing more than the Maximum Aggregate Purchase Amount.

  • Subject to the conditions of the Offer, on the Settlement Date, we will accept for purchase the maximum number of validly tendered and not properly withdrawn Securities that does not result in our paying a Total Consideration Amount in excess of the Maximum Aggregate Purchase Amount, in accordance with the Acceptance Priority Levels and subject to proration as described above in Section 1.


More Definitions of Total Consideration Amount

Total Consideration Amount means the various amounts agreed to be paid by the Purchaser for acquiring the said Flat.
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Total Consideration Amount as defined in Section 3.2.
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Related to Total Consideration Amount

  • 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.

  • 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.

  • 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.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

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

  • Valuation Amount means, in respect of each Vessel, the value thereof as most recently determined under clause 8.2.2; and

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • Initial Consideration has meaning ascribed by Clause 4.1;

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

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • 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.

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

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

  • Cash Amount means an amount of cash equal to the product of (i) the Value of a REIT Share and (ii) the REIT Shares Amount determined as of the applicable Valuation Date.

  • Allocation Amount means, as of the Closing Date, the Series 2023-1 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2023-1 Stated Principal Amount resulting from the issuance of additional Series 2023-1 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge- Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2023-1 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding DollarPrincipal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • FX Reduction Amount is defined in Section 2.1.3.

  • Reduction Amount has the meaning set forth in Section 2.05(b)(viii).

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

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Retention Amount means, in relation to any Retention Date, such sum as shall be the aggregate of:

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

  • Cash Election Amount means the product of the number of Cash Election Shares multiplied by the Cash Election Consideration.

  • Forward Price Reduction Amount For each Forward Price Reduction Date, the Forward Price Reduction Amount set forth opposite such date on Schedule I. Shares: Common stock, USD 0.01 par value per share, of Party B (also referred to herein as the “Issuer”) (Exchange identifier: “VICI”). Exchange: New York Stock Exchange. Related Exchange(s): All Exchanges. Clearance System: DTC. Calculation Agent: Party A.

  • Designation Amount has the meaning given to this term in Section 4.15.

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

  • Class B-2 Distribution Amount As to any Distribution Date, any amount distributable to the Holders of the Class B-2 Certificates pursuant to Paragraphs eighth, ninth and tenth of Section 4.01(a).