Cash Consideration Share definition

Cash Consideration Share is added to Appendix A immediately following the definition of “Cash Consideration”:
Sample 1
Cash Consideration Share means each share of Company Common Stock for which Parents pay Cash Consideration pursuant to Section 3.01(b) and Section 3.01(g).
Sample 1

Examples of Cash Consideration Share in a sentence

  • The Offer will allow for a "mix and match" election, whereby Foster Wheeler shareholders may elect to receive either Cash Consideration, Share Consideration (in the form of AMEC shares or AMEC ADSs, at the election of the tendering Foster Wheeler shareholders) or a combination thereof.

  • If Xplore Shareholders elect to receive aggregate Cash Consideration that exceeds the Cash Consideration Share Cap, then each Xplore Shareholder who elects to receive cash will have their Cash Consideration scaled back.

  • If Xplore Shareholders elect to receive aggregate cash consideration that in aggregate exceeds the Cash Consideration Share Cap, then each Xplore Shareholder who elects to receive cash will have their cash consideration scaled back.

  • The Cash Consideration, Share Consideration or (in the case of Non-Permitted Equityholders only) the Cash Resale Amount paid or delivered to the relevant Receiptholders, shall be paid or delivered by way of full and final settlement of the consideration payable by the Offeror in respect of the exchange of the Existing Securities offered for exchange by such Receiptholders and accepted by the Offeror or mandatorily exchanged pursuant to the Mandatory Issuer Exchange (if any).

  • In order to publicize the evaluation findings clearly, the rating system is introduced for all schemes (refer to Appendix 3 for rating).

  • This mix and match facility allows flexibility and is subject to a maximum cash consideration payable by HUB24 of $36 million5, being the Cash Consideration Share Cap.

  • There is a scale back mechanism that applies if too many Xplore Shareholders elect cash consideration which exceeds the Cash Consideration Share Cap, or too many Xplore Shareholders elect to receive HUB24 Consideration Shares which exceeds the Share Cap.

  • The aggregate liability of the Representing Members and the Company after the Closing for MSSI/Purchaser Losses shall not exceed an amount equal to the sum of the Cash Consideration, Share Consideration, the Creditor Shares, the Assumed Liabilities, plus any amounts paid by MSSI pursuant to the guaranty of both the Note Payable and the Xxxxxxx Note.

  • The global budget envelope is 20.000 EUR.• Minimum budget for one proposal: 10.000 EUR.• Maximum budget for one proposal: 20.000 EUR.

  • Other federal courts have found that Continuity of Interest was preserved at lower levels, although the facts of such cases likely are distinguishable from the Exchange.The Consideration consists of Cash Consideration, Share Consideration, or a mixture of the two based on the election of Aurizon shareholders.

Related to Cash Consideration Share

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

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

  • Non-Cash Consideration means consideration in a form other than cash.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

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

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

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

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

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

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Borrower or any Restricted Subsidiary in connection with an Asset Sale that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-Cash Consideration.

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

  • 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.

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

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

  • Total Consideration means, with respect to any Acquisition, all cash and non-cash consideration, including the amount of Indebtedness assumed by the buyer and the amount of Indebtedness evidenced by notes issued by the buyer to the seller, the maximum amount payable in connection with any deferred purchase price obligation (including any Earn-Out Obligation) and the value of any Capital Stock of any Loan Party issued to the seller in connection with such Acquisition.

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

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

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

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • 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.

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

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • 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.

  • 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.

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

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