Additional Equity Consideration definition

Additional Equity Consideration as defined in Section 2.17.
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Additional Equity Consideration means a number of Suburban Common Units derived by dividing (a) the Exchange Offer Cash Consideration by (b) $42.50, rounded to the nearest whole Suburban Common Unit; provided that the aggregate number of such additional Suburban Common Units shall not exceed 2,048,282.
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Additional Equity Consideration means the aggregate number of shares of common stock of Parent issuable pursuant to Sections 2.6(d), which shall have an aggregate value at the time of issuance of $10,250,000.00 based on the price per share of common stock of Parent paid pursuant to the consummation of the transactions contemplated by the Equity Financing Commitment at the Closing.
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Examples of Additional Equity Consideration in a sentence

  • The Cash Consideration; provided, that the payment of the portion of the Cash Consideration represented by the Exchange Offer Cash Consideration, if any, shall be effected and satisfied by Acquirer delivering, or causing to be delivered, the Additional Equity Consideration but only to the extent that the aggregate value of such Additional Equity Consideration is equal to the amount of the Exchange Offer Cash Consideration.

  • The Lender shall have received the Additional Equity Consideration.

  • AMID may, in its sole discretion, make payments of Additional Equity Consideration due under Section 2.10 in cash or through the issuance Common Units, or a combination thereof.

  • The amount of Available Cash as of immediately prior to Closing shall be equal to or greater than an amount equal to (i) the Necessary Cash minus (ii) the Additional Equity Consideration (if any) elected by the Company pursuant to Section 6.2(d).

  • All payments of Additional Equity Consideration in cash will be made by wire transfer or delivery of other immediately available funds to the accounts designated in writing by Newco or the Management Holders, as applicable, within 30 days following the final determination of the amount of such Additional Equity Consideration.

  • The number of shares of Common Stock included in the Additional Equity Consideration shall be adjusted, pro rata, on account of any stock splits, reverse stock splits, stock dividends paid on Common Stock, etc., which occur after the date of issuance of the Note and prior to the issuance of the Additional Equity Consideration.

  • To the extent the Notes, or any portion thereof, remain outstanding immediately after the Maturity Date, the Investors shall receive, in addition to the Primary Equity Consideration, the Additional Equity Consideration with respect to such Notes or portion thereof.

  • The number of shares of Common Stock to be received by an Investor as Additional Equity Consideration shall equal the result obtained by dividing 100% of the outstanding principal balance of the Note or Notes held by such Investor, and the accrued interest thereon, by $0.07.

  • Based on the commitments of certain affiliated shareholders and discussions with certain other large shareholders that could materially impact the EITF 88-16 calculation, management assumed that Clear Channel shareholders will elect to receive Stock Consideration with a value of approximately $658.9 million in connection with the merger and an additional $390.1 million of Stock Consideration will be distributed as Additional Equity Consideration.

  • During the Earnout Period, AMID shall (and shall cause the Blackwater Entities to), in good faith, conduct the business of the Blackwater Entities in the ordinary course and AMID shall not act or cause its Affiliates to act in a manner primarily intended to reduce or avoid the payment of any Additional Equity Consideration.


More Definitions of Additional Equity Consideration

Additional Equity Consideration means the Blackwater Maryland Consideration and the Earnout Consideration.
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Additional Equity Consideration means an amount equal to the lesser of (1) $1.00 or (2) a fraction equal to (A) the positive difference between (i) the aggregate amount of funds that New Holdco determines are needed for the Merger, Merger-related expenses, and the Company’s cash requirements and (ii) the sources of funds available to Mergerco from borrowings, equity contributions, Stock Consideration and the Company’s available cash, divided by (B) the total number of Public Shares that will receive the Cash Consideration.
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Additional Equity Consideration shall have the meaning set forth in Section 3.02(b).
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Related to Additional Equity Consideration

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

  • 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.

  • Permitted Acquisition Consideration means, in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Debt and/or Guaranties, “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 and (b) the aggregate amount of Debt assumed in connection with such Permitted Acquisition; provided in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof by Holdings or its Restricted Subsidiaries.

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

  • Cash 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).

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

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

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

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

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

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

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • 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.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

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

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Contingent Consideration shall have the meaning set forth in Section 2.5.

  • 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 Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

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

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

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.

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

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