Tranche 2 Consideration definition

Tranche 2 Consideration shall have the meaning given to such term in Section 2.02(a).
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Tranche 2 Consideration means an amount equal to 13% of the value of the UK Loans on the Tranche 2 Completion Date;
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Examples of Tranche 2 Consideration in a sentence

  • The aggregate of the Tranche 1 Consideration and the Tranche 2 Consideration shall be the “Total Consideration”.

  • The Tranche 1 Consideration shall be paid in a manner set out in Section 2.02(b) and the Tranche 2 Consideration shall be paid in a manner set out in Sections 2.02(c) and 2.02(d).

  • As an inducement to cause the Sellers to enter into this Agreement, the Guarantor guarantees, as primary obligor, the payment obligations of Purchaser as and when the same fall due for payment under this Agreement including, without limitation, the payment of the Tranche 1 Consideration and Tranche 2 Consideration (including redemption of the Series A Loan Notes).

  • Furthermore, the Purchaser shall be entitled to deduct and withhold from any Tranche 1 Consideration payable to the Management Sellers and/or Tranche 2 Consideration any such amounts for Tax obligations as may be required by law.

  • The Tranche 2 Consideration will be payable upon an announcement by the Company of shipment(s) of a minimum of 50,000 tons of Kaolin Clay or derived product from the project held by Halcyon (Tranche 2 Milestone).

  • All amounts paid to the Sellers under this Agreement (including both the Tranche 1 Consideration and the Tranche 2 Consideration) shall be apportioned between the Sellers in accordance with the Schedule 1 attached hereto, which each Seller acknowledges and agrees represents the final pro-rata portion of the Total Consideration payable to each such Seller pursuant to the terms hereof.

  • The Company will release further announcement(s) in relation to the Proposed Disposal, the Tranche 2 Consideration and the Tranche 2 Special Dividend as and when necessary in compliance with the Listing Manual of the SGX-ST.

  • The aggregate of the Tranche 1 Consideration and the Tranche 2 Consideration shall be the “Total Consideration.” The Tranche 1 Consideration shall be paid in a manner set out in Section 2.02(b) and the Tranche 2 Consideration shall be paid in a manner set out in Section 2.02(e).

  • The Held-Back Purchaser Cash Contribution shall be payable only if and to the extent and at the same time that the Purchaser is required to pay to the Management Sellers the amount of Tranche 2 Consideration so held back.

  • Reliance by Holders of Senior Debt of a Guarantor on Subordination Provisions...................................................

Related to Tranche 2 Consideration

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

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • 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.

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

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

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

  • 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.

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

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

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

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

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

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • Class A Share means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

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

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

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

  • Class A Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).