Transactions Consideration definition

Transactions Consideration means, collectively, the aggregate Merger Consideration, the aggregate Merger Consideration (as defined in the KMP Merger Agreement) and the aggregate Merger Consideration (as defined in the KMR Merger Agreement).
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Transactions Consideration means the Partnership Unaffiliated Unitholders Consideration, the Series A Liquidation Preference, the Series B Liquidation Preference, the Series C Fundamental Change Redemption Price, the REIT LLC Preferred Price, the REIT Subsidiary Preferred Price and the amount required to be paid pursuant to Section 3.3.
Sample 1

Examples of Transactions Consideration in a sentence

  • The Transactions Consideration, which comprises the Acquisitions Consideration as well as the aggregate Offer Price and the aggregate Convertible Bonds Offer Price payable by the Company pursuant to the Offer and the Convertible Bonds Offer respectively, was determined on the following bases and taking into account the following factors: (i) Proposed Acquisitions.

  • The shares of Class A Common Stock constituting the Transactions Consideration will be in uncertificated book-entry form, unless a physical certificate is requested by the holder or is otherwise required under applicable Law.

  • If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Entity, they will be canceled and exchanged for the Transactions Consideration payable in respect of the BHI Common Stock provided for, and in accordance with the procedures set forth, in this ‎Article 2.

  • Assuming Completion occurs and there is full acceptance of the Offer, the Transactions Consideration, being the total consideration payable by GRP CHQ for the Proposed Transactions, would be S$34,156,988.

  • Such distributions by the Partnership are not part of the Transactions Consideration and shall be paid on the payment date set therefor to such Unitholders or former Unitholders, as applicable.

  • The same holds true to Romani children whose parents pursue a travelling way of life: A test or screening method which is based on local culture, local educational achievements and the assump- tions of a settled way of life would amount to less favourable treatment of Romani children on ac- count of their racial and ethnic origin.

  • Any holder who has not exchanged shares of BHI Common Stock for the Transactions Consideration in accordance with this ‎Section 2.03 before that date will look only to the Surviving Entity for payment of the Transactions Consideration, and any dividends and distributions with respect to the Transactions Consideration, in respect of those shares without any interest thereon.

  • The following table summarizes the fair value of consideration exchanged between Parent and FMC as a part of the FMC Transactions: Consideration Exchanged in FMC Transactions( In millions) Fair Value of Divested Ag Business$3,665Less: Cash received11,200Less: Favorable contracts2495Fair Value of the H&N Business$1,970 1.

  • Copies may be obtained by requesting them in writing from KMI at the address provided in the section titled ‘‘The Parties to the Transactions—KMI.’’ None of these presentations by Barclays Capital, alone or together, constitute, or form the basis of, an opinion of Barclays Capital with respect to the Transactions Consideration.

  • As a result of the Transactions, at the Effective Time, all shares of BHI Common Stock will cease to be outstanding and each holder of BHI Common Stock will cease to have any rights with respect to the BHI Common Stock, except the right to receive the Transactions Consideration payable in respect of the BHI Common Stock.

Related to Transactions Consideration

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

  • 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.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

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

  • Base Merger Consideration means $1,200,000,000.

  • Scheme Consideration means, in respect of:

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

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

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

  • 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.

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

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

  • Merger Consideration has the meaning set forth in Section 2.1(a).

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

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • 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.

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

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

  • 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.

  • 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.

  • 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).

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

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).