Consideration Received definition

Consideration Received means the amount of cash and the Fair Market Value, as of the Consummation Date, of consideration other than cash received by the stockholder. In the event of any Business Combination in which the Corporation survives, the consideration other than cash shall include shares of any class of outstanding Voting Stock retained by the holders of such shares.

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Consideration Received has the meaning set out in clause 3.2.2.

Consideration Received means the amount of cash and the Fair Market Value, as of the

Examples of Consideration Received in a sentence

• Effect On NAV And Consideration Received By Tendering Shareholders The Fund invests its assets in investment funds ("Portfolio Funds") that are managed by various investment managers.

• Consideration Received..............................................

• The Emerging Issues Task Force ("EITF") released Issue No. 02-16, Accounting by a Customer (Including a Reseller) for Cash Consideration Received from a Vendor, in November 2002, applicable for new arrangements entered into after December 31, 2002.

• Furthermore, the Purchaser Indemnified Parties acknowledge and agree that in no event shall the aggregate liability of any Seller (including any Joining Common Holder) under this Agreement exceed the aggregate Consideration Received by such Seller.

• No Seller shall have any further obligation to indemnify any Person under SECTION 10.2 or SECTION 10.5 once the aggregate amount of Losses and Expenses for which such Seller has provided indemnification under any Section of this ARTICLE X to any one or more Persons included within the Purchaser Indemnified Parties equals the "Total Consideration Received" by such Seller as set forth on EXHIBIT C.

• For purposes of this Section B4(j), the “Effective Price” of Additional Shares of Common Stock shall mean the quotient determined by dividing the total number of Additional Shares of Common Stock issued or sold, or deemed to have been issued or sold by the corporation under this Section B4(j), into the aggregate Consideration Received, or deemed to have been received by the corporation for such issue under this Section B4(j), for such Additional Shares of Common Stock.

• Notwithstanding anything in this Financial Covenant section to the contrary, for purposes of calculating the Debt Service Coverage Ratio, Leverage Ratio, Current Ratio and Limitation on Debt covenants, the Bank shall calculate the Borrower’s income notwithstanding the provisions of EITF Issue No. 02-16 “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor” and Financial Accounting Standards No. 123 (revised 2004) “Share-Based Payment”.

• The Indemnification Percentage for each Indemnifying Shareholder shall be calculated as follows: (x) the Merger Consideration received by such Indemnifying Shareholder; divided by (y) the aggregate Merger Consideration Received by all Indemnifying Shareholders, and set forth on Schedule 8.2(b).

More Definitions of Consideration Received

Consideration Received means, with respect to each Seller, the sum of the Preferred Consideration, Preferred Warrant Consideration, Common Consideration and Common Warrant Consideration actually received by such Seller pursuant to the terms of this Agreement. “Contract” means any agreement, contract, obligation, promise, commitment or undertaking that is or purports to be legally binding. “Current Assets” means the aggregate amount of all current assets of the Company and its Subsidiaries listed as categories of current assets on Schedule 1.8, on a consolidated basis and in accordance with the Agreed Accounting Principles. “Current Liabilities” means the aggregate amount of all current liabilities of the Company and its Subsidiaries listed as categories of current liabilities on Schedule 1.8, on a

Consideration Received means, with respect to any Key Shareholder, the excess of (i) the aggregate value of the Shareholder Consideration received from time to time by such Key Shareholder pursuant to this Agreement (for avoidance of doubt, not including any Shareholder Consideration held in the Escrow Account in respect of such Key Shareholder until released therefrom), over (ii) the amount of Taxes actually paid by such Key Shareholder in respect of the Shareholder Consideration received by such Key Shareholder in exchange for such Key Shareholder's shares of Company Common Stock, exclusive of any Taxes paid by such Key Stockholder (A) if the Merger is determined (pursuant to a final determination, as defined in Section 1313(a) of the Code or comparable provisions of state Laws) not to constitute a reorganization within the meaning of Section 368 of the Code, but only with respect to any Claim Notice delivered prior to the date of such determination (any Claim Notice delivered after such determination being subject to the limitations in this Section 7.3(c) without regard to this sub-clause (A)), or (B) in respect of any other actual or deemed consideration received on the Closing Date in connection with the Merger or the other Transactions, the Merger Agreement or the Related Agreements. For purposes of calculating the value of such Shareholder Consideration consisting of shares of Parent Common Stock, (i) shares sold by a Key Shareholder in an arm's length transaction shall be valued at the lesser of (A) the per-share value calculated pursuant to Section 2.4(b) or Section 2.4(c), as the case may be, at the time issued, and (B) the greater of (x) the actual per-share value obtained by such Key Shareholder in such sale (as determined by Parent in good faith), and (y) the per-share value calculated pursuant to Section 2.4(b) or Section 2.4(c), as the case may be, at the time issued but without giving effect to any minimum per-share value contained in such subsections, and (ii) all other such shares shall be deemed to have the per-share value calculated pursuant to Section 2.4(b) or Section 2.4(c), as the case may be, at the time issued or to be issued, as the case may be. If Parent recovers any amounts owed by the Key Shareholder hereunder from shares of Parent Common Stock of the Key Shareholder, it may, in its sole discretion, elect to recover first against shares having the lowest per-share value, as determined pursuant to this Section 7.3(c), even if shares of greater value,...