Cash-Out Consideration definition

Cash-Out Consideration means Cash in an amount equal to $6.25 per share of Existing Common Stock properly delivered for cancellation under the Cash-Out Option.
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Cash-Out Consideration shall have the meaning set forth in Section 3.2.11.
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Cash-Out Consideration means an amount in cash equal to the sum of (i) the Stock Consideration multiplied by the Parent Common Stock Closing Price and (ii) the Cash Consideration. For the avoidance of doubt, the terms “Stock Consideration” and “Cash Consideration” as used in the definition of Cash-Out Consideration shall reflect any adjustment to the amounts of the Stock Consideration and the Cash Consideration made pursuant to Section 1.7(b)(vi).
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Examples of Cash-Out Consideration in a sentence

  • For the avoidance of doubt, (i) the Existing Commitment Parties shall not elect to participate in the Cash-Out Option and (ii) holders of common stock of Xxxxxxx that elect to participate in the Cash-Out Option and receive the Cash-Out Consideration shall (x) opt into the releases set forth in the Plan and (y) not be entitled to retain their common stock of reorganized Xxxxxxx or participate in the Rights Offering.

  • Section 3.2.11 of the Merger Agreement further provides that prior to the payment of the Cash-Out Consideration to any option holder in connection with the cancellation of RBPI’s options, such option holder shall execute a cancellation and release acknowledgement.

  • Subject to the terms set forth herein, the aggregate consideration to be paid by Parent with respect to the Merger shall be the Exchange Consideration, the Earn-Out Shares and the Per Share Cash-Out Consideration.

  • The cancellation of EXX Options in exchange for the Cash-Out Consideration described in this section shall be deemed a release of any and all rights the holder had or may have had in respect of such EXX Options.

  • Upon payment of the Per Share Cash-Out Consideration pursuant to the provisions of this Article II, each Certificate, Certificates or Book Entry Shares so surrendered or transferred, as the case may be, shall immediately be cancelled.

  • For the avoidance of doubt, (i) the Plan Sponsors, the Equity Backstop Parties, and Honeywell shall not elect to participate in the Cash-Out Option and (ii) holders of common stock of Xxxxxxx that elect to participate in the Cash-Out Option and receive the Cash-Out Consideration shall not be entitled to (A) retain their common stock of reorganized Xxxxxxx or (B) exercise their Subscription Rights.

  • At or promptly following the Closing, Parent shall pay, or cause to be paid, all unpaid Transaction Expenses, the Initial Bonus Amount and the Initial Option Cash-Out Consideration (in accordance with the Aggregate Consideration Spreadsheet) by wire transfer of immediately available funds to the account(s) designated by the recipients thereof upon receipt of an executed release or pay-off letter, as applicable, by each such recipient.

  • Parent shall act as the agent for the purpose of paying (i) the Per Share Cash-Out Consideration for the Certificates and the Book Entry Shares, and (ii) cash sufficient to make payments in lieu of fractional shares pursuant to Section 2.01(f).

  • At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, or the Company or the holder of any capital stock of Parent, Merger Sub, or the Company, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished (“Cancelled Shares”) and shall be paid an amount of cash equal to the Per Share Cash-Out Consideration.

  • Arbiter shall subscribe for and purchase the Subscription Shares by offsetting the Share Cash-Out Consideration that is owed to Arbiter by the Company and shall receive the Commitment Consideration Shares as consideration for its agreement to subscribe for the Subscription Shares.


More Definitions of Cash-Out Consideration

Cash-Out Consideration in respect of a Target Option means the aggregate of (i) one Spinco Share and (ii) the amount by which $14.00 exceeds the aggregate of the strike price of the Target Option and any amounts required to be withheld from such payment under the Tax Act or other applicable statute; provided that if $14.00 is less than such aggregate amount, the Target Optionholder shall have paid the amount of such difference to Target prior to the Effective Time in order for such Target Option to be a Cashed-Out Option, and provided further that in respect of a Target Option that is exercisable for a fraction of a Target Share, references to $14.00 above, and the number of Spinco Shares, shall each be adjusted in proportion to the fraction of a Target Share into which such Target Option is exercisable; and provided further that if the aggregate number of Spinco Shares to which a Target Optionholder would otherwise be entitled would include a fractional Spinco Share, then the number of Spinco Shares that such Target Optionholder is entitled to receive will be rounded down to the next whole number and the Target Optionholder will not be entitled to any compensation in respect of such fractional Spinco Share;
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Related to Cash-Out Consideration

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

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

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

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

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

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

  • 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.

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

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

  • Cash Amount means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

  • Base Consideration is defined in Section 2.2.

  • 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.

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

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

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

  • 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.

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

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

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

  • 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.

  • 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.

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

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

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

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