Applicable Consideration has the meaning specified in Section 2.11 hereof.
Applicable Consideration has the meaning specified in Section 8.06.
Applicable Consideration has the meaning specified in Section 14.06
Examples of Applicable Consideration in a sentence
To the extent that a portion of the Applicable Consideration received by a Holder in the exchange is allocable to accrued but unpaid interest not previously included by the recipient Holder in taxable income, such amount should be taxable to the Holder as interest income.
In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the Applicable Consideration shall consist of the consideration that a majority of the holders of Common Stock who made such an election received in such transaction.
In addition, any issuer of securities included in the Applicable Consideration shall execute an amendment to the Registration Rights Agreement (to the extent any Transfer Restricted Securities (as defined therein) remain outstanding) to make the provisions thereof apply to such securities.
The Trustee makes no representation as to and shall not be responsible for the validity or sufficiency of this Supplemental Indenture, the Merger, the Merger Agreement, the Merger Consideration, or the determination or calculation of the Applicable Consideration, the Company Repurchase Notice or any other transaction or transaction document described or referred to herein.
Accordingly, any reference in respect of a holders’ conversion rights to a share of Common Stock in the Indenture shall be deemed a reference to a right to receive a cash amount equal to $56.00 and the provisions of the Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the holders’ right to convert the Notes into the Applicable Consideration.
More Definitions of Applicable Consideration
Applicable Consideration has the meaning specified in Section 10.07.
Applicable Consideration shall have the meaning set forth in Section 6(c).
Applicable Consideration has the meaning specified in Section 9.08.
Applicable Consideration means anything of value given for the identified rights to undertake the licensed activity, including, without limitation, ownership equity, monetary advances, barter or any other monetary and/or nonmonetary consideration, whether such consideration is conveyed via a single agreement, multiple agreements and/or agreements that do not themselves authorize the licensed activity but nevertheless provide consideration for the identified rights to undertake the licensed activity, and including any such value given to an affiliate of a record company for such rights to undertake the licensed activity. For the avoidance of doubt, value given to a copyright owner of musical works that is controlling, controlled by, or under common control with a record company for rights to undertake the licensed activity shall not be considered value given to the record company. Notwithstanding the foregoing, applicable consideration shall not include in-kind promotional consideration given to a record company (or affiliate thereof) that is used to promote the sale or paid use of sound recordings embodying musical works or the paid use of music services through which sound recordings embodying musical works are available where such in-kind promotional consideration is given in connection with a use that qualifies for licensing under 17 U.S.C. 115. GAAP means U.S. Generally Accepted Accounting Principles, except that if the U.S. Securities and Exchange Commission permits or requires entities with securities that are publicly traded in the U.S. to employ International Financial Reporting Standards, as issued by the International Accounting Standards Board, or as accepted by the Securities and Exchange Commission if different from that issued by the International Accounting Standards Board, in lieu of Generally Accepted Accounting Principles, then an entity may employ International Financial Reporting Standards as “GAAP” for purposes of this subpart.
Applicable Consideration means (i) cash in the event of a Change in Control or Corporate Transaction involving payment of consideration consisting solely of cash or (ii) in the event of a Change in Control or Corporate Transaction involving payment of consideration consisting of or including noncash consideration, at the election of the Company Board (subject to receipt of the written consent of NMP V), either (A) cash or (B) cash, if applicable, and a promissory note in the same proportion(s) (subject to rounding) to the proportion(s) of cash and the fair market value of the non-cash consideration paid in such Change in Control or Corporate Transaction (it being understood that, in connection with receipt of any consideration in the form of a promissory note, such promissory note shall be payable in annual installments over three years commencing on the first anniversary of the exercise date, with interest accruing at 6.0% per year, and the Company shall be permitted, in its sole discretion, to prepay such promissory note at any time and without penalty (“Promissory Note”)). Debt securities included as consideration in any Third Party transaction shall be deemed to have a value equal to the principal amount thereof. Equity securities included as consideration in any Third Party transaction shall be valued as follows: (i) if such securities are listed or traded in a manner referred to in the definition of “Closing Price,” the volume-weighted average trading price of the applicable security over a period of thirty (30) calendar days immediately preceding the Exercise Date or (ii) if such securities are not so listed or traded on the Exercise Date, a value determined in accordance with Section 6 (provided that references to the Fair Market Value of the Equity shall instead be deemed to refer to the fair market value of such securities).
Applicable Consideration means either the Applicable Cash Consideration or the Applicable Merger Consideration, as elected by the holder of any Company Stock Option or Restricted Stock Unit before the Closing, PROVIDED, HOWEVER, if the holder of a Company Stock Option or Restricted Stock Unit does not make such an election, he or she shall be deemed to have elected to receive the Applicable Cash Consideration. The "APPLICABLE CASH CONSIDERATION" means (w) in the case of a Class A Option or Restricted Stock Unit with respect to Class A Stock, $1,300, and in the case of a Class B Option or Restricted Stock Unit with respect to Class B Stock, $26, in either case times (x) the number of shares subject to such Company Stock Option or Restricted Stock Unit. The "APPLICABLE MERGER CONSIDERATION" means (y) in the case of a Class A Option or Restricted Stock Unit with respect to Class A Stock, the Class A Merger Consideration, and in the case of a Class B Option or Restricted Stock Unit with respect to Class B Stock, the Class B Merger Consideration, in either case times (z) the number of shares subject to such Company Stock Option or Restricted Stock Unit.
Applicable Consideration with respect to a Competitive Market Management Agreement and Related Contracts means (a) any consideration or compensation paid to any of the FE Invested Entities with respect to an annual period pursuant to the Competitive Market Management Agreement and (b) any consideration or compensation paid to any of the FE Invested Entities pursuant to the Related Contracts for (i) managerial or supervisory services provided pursuant to such Related Contract or (ii) any other services or products provided pursuant to such Related Contract where the consideration or compensation for such services or products in this clause (ii) is determined based on the financial performance of the Person or its affiliates subject to such contract and which consideration or compensation in this clause (ii) is greater than fair market value, to the extent such fair market value can be reasonably determined.