Combination Consideration definition

Combination Consideration means the Combination Consideration Cash and the Combination Consideration Purchaser Shares;
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Combination Consideration means any combination of cash and Common Stock, as determined by the Borrower, the value of which equals the greater of (a) the amount outstanding under the Note and (b) the value of the Common Stock into which this Note could be converted if conversion occurred on the date of the Combination Consideration Payment Notice. The value of the Common Stock for purposes of calculating the value of the Common Stock under clause (b) above and the value of the Common Stock comprising any part of the Combination Consideration (but not for purposes of determining the Conversion Price) shall be the average closing price of the Common Stock on Nasdaq for the 20-day trading period immediately preceding the date of the Combination Consideration Payment Notice.
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Combination Consideration means the number of shares of ------------------------- iPrint Common Stock issuable to a non-dissenting shareholder of Wood, calculated on the basis of the Exchange Ratio.
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Examples of Combination Consideration in a sentence

  • In the opinion of ARRC, the appearance of financial instability or evidence that a Proposer may not be financially able to complete the Scope of Work in a satisfactory manner.

  • If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Parent Corporation shall issue and deliver, upon surrender by such shareholder of a certificate or certificates representing shares of Wood Capital Stock, the portion of the Combination Consideration to which such shareholder would otherwise be entitled under this Section 2.2 and the Agreement of Merger.

  • Any portion of the Exchange Fund ---------------------------- which remains undistributed to the shareholders of Wood one year after the Effective Time shall be delivered to the Parent Corporation, upon demand, and any shareholders of Wood who have not previously complied with this Section 2.3 shall thereafter look only to the Parent Corporation for payment of their claim for the Combination Consideration and any dividends or distributions with respect to iPrint Common Stock.

  • The deposit of the --------- ---------------- Escrowed Shares with the Escrow Agent pursuant to the terms of the Escrow Agreement shall constitute full and final satisfaction of iPrint's obligation to deliver that portion of the Combination Consideration to the respective Shareholders pursuant to this Agreement.

  • Prior to the Effective Time, ---------------------------- iPrint shall use commercially reasonable efforts to file with NASDAQ a Notification Form for Listing of Additional Shares with respect to the Combination Consideration to be issued upon conversion of Wood Capital Stock pursuant to Section 2.2 and upon exercise of stock options assumed by iPrint pursuant to Section 6.18.

  • This sale will be processed at the first practicable time following settlement of the New Vistry Shares to be delivered as Combination Consideration, and price received for this sale would depend on the Vistry share price at that time.

  • Similarly, revise your Calculation of the Combination Consideration on page 89 and your Accounting Treatment section on page 125 to disclose both the treatment of the $12 billion cash distribution as well as the reimbursement provisions of Section 8.26.

  • Please include sufficient details and assumptions that went into determining the Business Combination Consideration, including any relevant industry and business stage information as well as any financial projections you may have relied upon.

  • The shares of Purchaser Common Stock issued as Business Combination Consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance.

  • Note 20 Contributed equity (continued) (e) Business Combination Consideration Refer to note 9.(f) Sign-on bonusC Burns and D Stevens were both paid sign-on bonuses per their contracts.


More Definitions of Combination Consideration

Combination Consideration means 0.4136 of a Purchaser Share and $0.8411 in cash per Company Share;
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Combination Consideration means the number of shares of Purchaser Common ------------------------- Stock issuable to a non-dissenting shareholder of the Company, calculated on the basis of the Exchange Ratio.
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Combination Consideration means a combination of 0.18188 of an Eldorado Share and $0.30313 in cash for each Integra Share.
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Combination Consideration means the number of shares of iPrint Common Stock issuable to a non-dissenting shareholder of Wood, calculated on the basis of the Exchange Ratio.
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Related to Combination Consideration

  • 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.

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

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

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

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

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

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

  • 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.

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

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

  • Base Consideration has the meaning set forth in Section 1.2.

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

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

  • 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.

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

  • 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.

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

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

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

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

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

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

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • 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.

  • 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 $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.