Qualifying Consideration definition

Qualifying Consideration means, with respect to any Acquisition, all cash consideration paid by the Parent and the Consolidated Parties, other than consideration consisting of (A) Capital Stock of the Parent issued to the seller of the Capital Stock or Property acquired in such Acquisition, (B) the proceeds of any Equity Issuance by the Parent consummated in connection with and for the purpose of financing such Acquisition, (C) the proceeds of Subordinated Indebtedness issued by the Parent pursuant to Section 8.1(f) and (D) the principal amount of any assumed Indebtedness.
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Qualifying Consideration with respect to any transaction means, consideration, at least seventy-five percent (75%) of which constitutes cash and Marketable Securities and the remaining portion of which consists solely of promissory notes, if any, with terms and in form identical (other than names of payees, amounts to each payee and notice addresses) to, and issued by the same issuer as, the promissory notes included in the consideration paid to the Class B Permitted Holders in such transaction; provided that the amount of notes to be received by the Stockholders (other than the Class B Permitted Holders) (on a per share basis with respect to Specified Equity Securities) in such transaction shall not be higher than the amount of notes that the Class B Permitted Holders will receive as consideration for the Specified Equity Securities sold in such transaction (on a per share basis).
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Qualifying Consideration means, with respect to any Acquisition, all cash consideration (including any earnout obligations) paid by the Consolidated Parties, other than consideration consisting of (A) Capital Stock of the Parent issued to the seller of the Capital Stock or Property acquired in such Acquisition, (B) the proceeds of any Equity Issuance by the Parent consummated in connection with and for the purpose of financing such Acquisition, (C) the proceeds of Subordinated Indebtedness issued by the Borrower pursuant to Section 8.1(g), (D) the principal amount of any assumed Indebtedness and (E) with respect to earnout obligations, all earnout obligations shall be excluded from the calculation of the aggregate consideration for an Acquisition for purposes of calculating the baskets in clause (f) of the definition of “Permitted Acquisition” until such time as the amount of such earnout obligations is determinable (except to the extent that (A) the earnout is permitted by its terms to be satisfied by an equity issuance (other than preferred stock or other preferred equity interest that (x) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (y) is or may become redeemable or repurchaseable by the Credit Parties or any Subsidiary at the option of the holder thereof, in whole or in part or (z) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other preferred equity interests described in this parenthetical) by the Parent, and (B) the Parent or its Subsidiaries have not paid such amount in cash, irrevocably agreed by contract or otherwise to pay such amount in cash or eliminated the option to pay such amount by an equity issuance). For purposes of clarity, an irrevocable notice to pay an earnout in cash shall be deemed an agreement to pay such earnout in cash and the amount of earnouts incurred shall be subject to the limit set forth in Section 8.1(l).
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Examples of Qualifying Consideration in a sentence

  • Where a Target shareholder receives a mix of Qualifying Consideration and boot, the boot is taxed pursuant to section 356.

  • In addition, registrants enter the total amount self-assessed under sections 212, 218 and 218.01 of the ETA (i.e., GST and the federal part of the HST) included on line 405 of the GST34 (or GST62 ) return and non-registrants enter the total amount self-assessed included on line 402 of Form GST59, GST/HST Return for Imported Taxable Supplies and Qualifying Consideration.

  • Some Target shareholders receive only Acquiror stock (Qualifying Consideration), while other Target shareholders receive a mix of Qualifying Consideration and boot, with the receipt of boot taxed as a section 302(a)-type exchange under section 356(a)(2) and Clark.

  • In seeking derogation from the SLC 11.2 Codes, it is important that you establish robust arrangements with an appropriate TPLS.

  • See supra note 99.199 See section 317(a).200 A statutory merger of Target into Acquiror where the Qualifying Consideration is either Acquiror stock or stock of a corporation in control of Acquiror.

  • To self-assess tax, the constructive importer must fill out line 405 of Form GST34-2, Goods and Services Tax/ Harmonized Sales Tax (GST/HST) Return for Registrants or Form GST59, GST/HST Return for Imported Taxable Supplies, Qualifying Consideration, and Internal and External Charges, if the constructive importer is a non- registrant.

  • A statutory merger of Target into Acquiror where the Qualifying Consideration is either Acquiror stock or stock of a corporation in control of Acquiror.

  • The VP Finance spoke to the April 2021 summary and detailed financial statements, committee chair/staff liaison report and both the June 2021 updated registration report and the Interior Registration comparison report (circulated prior to the meeting).

  • CRA Response:  GST 34 and GST 60 (Acquisition of Real Property)Although the question notes the GST 34, perhaps the requestor meant to state the GST 59 as the GST 59, GST/HST Return for Imported Taxable Supplies and Qualifying Consideration and GST 60, GST/HST Return for Acquisition of Real Property are both special GST/HST Returns.

  • A statutory merger of Acquiror into Target where the Qualifying Consideration is stock of Acquiror’s parent.


More Definitions of Qualifying Consideration

Qualifying Consideration is defined in Section V.
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Qualifying Consideration means, with respect to any acquisition, all cash and non-cash consideration actually paid or required to be paid by the Borrower Affiliated Group, including the principal amount of any assumed Indebtedness and deferred amounts in the nature of holdbacks (to the extent not distributed to any member of the Borrower Affiliated Group), other than consideration consisting of (a) the value attributable to any Equity Securities of the Borrower issued to the seller of the capital stock or property acquired in such acquisition, (b) the proceeds of any issuance by the Borrower of Equity Securities consummated in connection with and for the purpose of financing such acquisition and (c) the proceeds of Subordinated Indebtedness issued by the Borrower pursuant to Section 6.1(l).
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Qualifying Consideration means, with respect to any acquisition, all cash and non- cash consideration actually paid or required to be paid by the Company or any of its Subsidiaries, including the principal amount of any assumed Debt and deferred amounts in the nature of holdbacks (to the extent not distributed to the Company or any of its Subsidiaries), other than consideration consisting of (a) the value attributable to any Equity Securities of the Company issued to the seller of the Capital Stock or property acquired in such acquisition and (b) the proceeds of any issuance by the Company of Equity Securities.
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Qualifying Consideration has the meaning specified in the definition ------------------------ of "Permitted Acquisition."
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Qualifying Consideration means, with respect to any Acquisition, all cash consideration (including any earnout obligations) paid by the Consolidated Parties, other than consideration consisting of (A) Capital Stock of the Parent issued to the seller of the Capital Stock or Property acquired in such Acquisition, (B) the proceeds of any Equity Issuance by the Parent consummated in connection with and for the purpose of financing such Acquisition, (C) the proceeds of Subordinated Indebtedness issued by the Borrower pursuant to Section 8.1(g), (D) the principal amount of any assumed Indebtedness and (E) with respect to earnout obligations, all earnout obligations shall be excluded from the calculation of the aggregate consideration for an Acquisition for purposes of calculating the baskets in clause (f) of the definition of “Permitted Acquisition” until such time as the amount of such earnout obligations is determinable (except to the extent that (A) the earnout is permitted by its terms to be satisfied by an equity issuance (other than preferred stock or other preferred equity interest that
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Related to Qualifying Consideration

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

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • Earn-Out Consideration is defined in Section 2.5(c).

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

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

  • 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.

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

  • Scheme Consideration means, in respect of:

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

  • Base Consideration is defined in Section 2.2.

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

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

  • 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.

  • 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.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

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

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

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

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

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Borrower 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 Borrower or any of its Subsidiaries.

  • Equity Consideration has the meaning set forth in Section 2.3(b)(ii).

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries 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, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • 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 $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • Total Consideration shall have the meaning as set forth in Section 2.8.