Consideration Number definition

Consideration Number means 625,000, except that if the total shareholders equity of the Company at December 31, 1997, determined in accordance with paragraph (c) of this section 1.2, shall be less than $5,000,000, then the "Consideration Number" shall be the difference between 625,000 and the number calculated by dividing the difference between $5,000,000 and the total shareholders equity of the Company at December 31, 1997, determined in accordance with paragraph (c) of this section 1.2, by $40.00;
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Consideration Number means 251,225, except that if the Transaction Expenses (as hereinafter defined), determined on a pre-tax basis in accordance with generally accepted accounting principles, exceed $100,000, then the "Consideration Number" shall be the difference between 251,225 and the number calculated by dividing such excess, net of any associated tax benefit, by $47.125. As used in the preceding sentence, "Transaction Expenses" are all expenses incurred from January 1, 1998 through the Effective Date with respect to attorneys, accountants, investment bankers, consultants, brokers and finders who will have rendered services to the Company or the Bank in connection with the transactions contemplated by this Agreement, it being agreed, however, that (i) the costs of any audit of the financial statements of the Company and the Bank as of December 31, 1997 and the year then ended which is required to be obtained to comply with requirements imposed by the Securities and Exchange Commission in connection with the registration of the stock to be used as consideration in connection with the Merger are not Transaction Expenses for purposes of the previous sentence, and (ii) if the matter set forth in Schedule 3.1 attached hereto is finally resolved prior to the Effective Date and if the aggregate loss, cost, expense, liability, or damage incurred by the Company and its subsidiaries in connection with its final resolution is $282,750 or less, then the amount of such aggregate loss, cost, expense, liability, or damage shall not be Transaction Expenses for purposes of the previous sentence.
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Consideration Number means 230,000. Notwithstanding the foregoing, if the Transaction Expenses (as hereinafter defined), determined on a pre-tax basis in accordance with generally accepted accounting principles, exceed $65,000, then the "Consideration Number" shall be equal to 230,000 less the number calculated by dividing the Transaction Expenses in excess of $65,000, net of any associated tax benefit, by $50.375. As used in the preceding sentence, "Transaction Expenses" are all expenses incurred from April 1, 1998 through the Effective Date with respect to attorneys, accountants, investment bankers, consultants, brokers and finders who will have rendered services to the Company or the Bank in connection with the transactions contemplated by this Agreement, it being agreed that none of the following expenses are Transaction Expenses: (i) the cost of the audit of the financial statements of the Company and the Bank as of December 31, 1997 and the year then ended; (ii) the monthly accrual of the expense associated with the audit of the financial statements of the Company and the Bank as of December 31, 1998 and the year then ended; (iii) the cost of addressing the risk that certain computer applications used by the Company and the Bank may be unable to recognize and perform properly date- sensitive functions involving dates prior to and after December 31, 1999; (iv) costs incurred at the request of Zions Bancorp, Val Cor or Vectra to prepare for the electronic and systematic conversion of data regarding the Bank to Zions Bancorp's own system of electronic data processing; (v) distribution of benefits accrued for the benefit of participants in the Profit Sharing Plan of the Bank; or (vi) costs of sponsoring Broomfield High School and City of Broomfield scoreboards committed to before May 1, 1998 and related advertising costs incurred by the Bank and accounted for under generally accepted accounting principles.
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Examples of Consideration Number in a sentence

  • In exchange for such contribution, Newco OP shall issue to the Vornado Parties or the applicable JBG Parties an amount of Issued OP Units or Issued Newco Shares (as elected by such Vornado Parties or such applicable JBG Parties) equal to the Post-Closing Consideration Number.

  • If the Trading Price is less than Twenty-Four Dollars ($24.00), the Exchange Consideration shall consist of the number (the "Consideration Number") of Acquiror Common Shares equal to the quotient of (i) One Hundred Twenty Million Dollars ($120,000,000), divided by the Trading Price; provided, however, that the Consideration Number shall not be greater than five and one-half million (5,500,000) Acquiror Common Shares.

  • Notwithstanding the foregoing, if the Transaction Expenses (as hereinafter defined), determined on a pre-tax basis in accordance with generally accepted accounting principles, exceed $65,000, then the "Consideration Number" shall be equal to 230,000 less the number calculated by dividing the Transaction Expenses in excess of $65,000, net of any associated tax benefit, by $50.375.

  • Notwithstanding anything to the contrary in this Agreement, the Buyer shall be entitled, in the exercise of its sole discretion, by notice delivered to the Stockholder Representatives and the Company on or prior to the Effective Time, to increase (but not decrease) the Closing Buyer Common Stock Consideration Number above the number determined by the calculation included in the definition of such amount set forth in Section 19.

  • Any increase in the Closing Buyer Common Stock Consideration Number pursuant to this Section 2.8 will increase (and not decrease) the consideration payable to the shareholders of the Company in the Merger in accordance with the terms hereof.

  • After the Effective Time, such former VRS Options shall represent the right to receive a number of shares of Acquirer Common Stock equal to the result determined by multiplying the number of shares of VRS Common Stock subject to such VRS Option by the VRS Per Share Consideration Number.

  • Subject to Buyer's obligations under Section 16, in no event shall the Buyer be required to increase the Closing Buyer Common Stock Consideration Number above the number determined immediately prior to the Effective Time pursuant to the definition thereof whether on account of the amount of the Closing Date Price Per Share pursuant to this Section 2.8 or for any other reason.

  • The right of the Lightbridge Parties to receive payment under the Escrow Fund to set off and apply against any Damages with respect to General Claims shall be limited to ten percent of the Stock Consideration Number, multiplied by the Initial Price.

  • Lightbridge and the Surviving Corporation jointly shall have the right to settle or compromise any Asserted Liability without the consent of the Holders' Agent to the extent that the aggregate cumulative amount of Damages after taking into account such settlement or compromise, does not exceed an amount equal to 7.5% of the Stock Consideration Number, multiplied by the Calculation Price.

  • The aggregate consideration to be delivered by BrightStar in connection with the Exchange shall be the number of validly issued, fully paid and non-assessable shares of BrightStar Common set forth opposite each Shareholder's name below (the "Exchange Consideration"): Exchange Consideration Number of Shares of in Shares of Shareholder Company Common Stock BrightStar Common Stock ----------- --------------------- ----------------------- BITI 100,000 BITI Exchange Amount (1) Geor▇▇ ▇.


More Definitions of Consideration Number

Consideration Number. Collar Factor," and "Option Equivalent Number" are defined in the Plan of Reorganization. We are also acting as counsel to Zions in connection with the Registration Statement on Form S-4 (the "Registration Statement") to be filed by Zions with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, the aggregate maximum of 625,000 shares of Zions Common Stock into which outstanding Company Common Stock will be converted upon the Effective Date of the Reorganization. This opinion is being furnished for the purpose of being filed as an exhibit to the Registration Statement. In connection with this opinion, we have examined, among other things:
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Related to Consideration Number

  • Identification number means the Limited Liability Partnership Identification Number or the Corporate Identity Number, as the case may be;

  • Stock Election Number shall have the meaning set forth in Section 3.2.1.

  • EPA identification number means the number assigned by EPA to each generator, transporter, and treatment, storage, or disposal facility.

  • Conversion Number means the number, or formula for determining the number, of ordinary Shares into which a Converting Preference Share will convert upon conversion.

  • Accession Number 20220331–5424. Comment Date: 5 p.m. ET 4/21/22. Docket Numbers: EG22–78–000.