Consideration Threshold definition

Consideration Threshold means that the Stock Consideration constitutes forty percent (40%) or more of the aggregate fair market value of the sum of (i) the Consideration plus (ii) the Special Dividend. For purposes of both the numerator and denominator of this calculation, (i) the fair market value of the Stock Consideration paid pursuant to the Offer shall be the average of the high and low trading prices on the date on which the Acceptance Time occurs and (ii) the fair market value of the Stock Consideration received in exchange for Company Common Shares converted in the Merger shall be the average of the high and low trading prices on the Closing Date, in each case, as reported by Bloomberg L.P. or, if not reported thereby, by another authoritative source mutually agreed by the parties. For the avoidance of doubt, the fractional shares that are cashed out pursuant to Section 3.2(e) shall be considered part of Stock Consideration for purposes of this definition.
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Consideration Threshold means [**] U.S. Dollars ($[**]). The Consideration Threshold shall increase by five percent (5%) per year on each yearly anniversary of the Effective Date.
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Examples of Consideration Threshold in a sentence

  • If the Consideration Threshold is met, this Agreement, together with the Merger Agreement, is intended to constitute a “plan of reorganization” for U.S. federal income tax purposes pursuant to which, for such purposes, the Offer and the Merger shall be treated as a single integrated transaction and shall be treated as a “reorganization” under Section 368(a) of the Code (to which each of Parent and the Company is a party under Section 368(b) of the Code).

  • Food Alcohol *Special Event Liquor License must be obtained from City Clerk’s Office at least 60 days prior to the event if alcohol is sold.

  • For the avoidance of doubt, there shall be no adjustment to the number of Additional Consideration Shares should the PBT FY2014 achieved by the YuuZoo Group is more than the Additional Consideration Threshold.

  • If the aggregate number of shares of Purchaser Common Stock to be issued as Stock Consideration exceed a number of shares of Purchaser Common Stock equal to 19.99% of the number of outstanding shares of Purchaser Common Stock as of the Completion Date, or the voting power thereof as of the Completion Date (the Stock Consideration Threshold), the Purchaser shall issue such number of shares that constitutes the Stock Consideration Threshold and pay the balance, if any, in cash to the Seller.

  • In the event that the PBT FY2014 achieved by the YuuZoo Group as reported in the FY2014 Account is less than the Additional Consideration Threshold, the total number of Additional Consideration Shares to be issued by the Company shall be adjusted downwards in accordance with the formula specified in the Share Purchase Agreement.

  • As described fully in section 10.1 above, AOG L.P. Units will be issued to Scheme Securityholders who make the Scrip Election, subject to the Minimum Scrip Consideration Threshold being met and the Scaleback Arrangements.

  • Based on the number of Aveo Securities on issue as at the date of this Scheme Booklet, the maximum amount of Cash Consideration BidCo may be required to pay to Scheme Securityholders under the Schemes is approximately $1,248,585,995 (assuming the Minimum Scrip Consideration Threshold is not achieved).

  • Maximum Scheme Consideration payable by BidCo If the Schemes are implemented, the Scheme Consideration payable to Aveo Securityholders will be satisfied by a combination of the Cash Consideration and the issuance of a number of AOG L.P. Units as the Scrip Consideration (provided the Minimum Scrip Consideration Threshold is met and subject to any application of the Scaleback Arrangements).

  • If the One Year Adjusted EBITDA equals or exceeds the One Year Deferred Consideration Threshold, the Purchaser shall pay, or shall arrange for the Company to pay to the Seller in cash by wire transfer of immediately available funds the One Year Deferred Consideration Amount indicated on Schedule 2.3 hereto within ten (10) days after the determination of the One Year Adjusted EBITDA.

  • You will be subject to the Minimum Scrip Consideration Threshold The Scrip Consideration will only be available if the Minimum Scrip Consideration Threshold is satisfied.

Related to Consideration Threshold

  • Restoration Threshold means an amount equal to 5% of the outstanding principal amount of the Loan.

  • Alteration Threshold means an amount equal to 5% of the outstanding principal amount of the Loan.

  • Bid threshold means the dollar amount set in N.J.S.A. 18A:18A-3, above which a Board shall advertise for and receive sealed bids in accordance with procedures set forth in N.J.S.A. 18A:18A-1 et seq.

  • Minimum Takedown Threshold shall have the meaning given in Section 2.1.4.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Minimum Threshold means the average daily yield on the 10 Year Treasury Note (as reported in the Bloomberg GT10 index) over the Award Period.

  • Simplified acquisition threshold means the dollar amount below which a district may purchase property or services using small purchase methods. Districts adopt small purchase procedures in order to expedite the purchase of items at or below the simplified acquisition threshold. The simplified acquisition threshold for procurement activities administered under federal awards is set by the FAR at 48 C.F.R. Part 2, Subpart 2.1 [see below]. The district is responsible for determining an appropriate simplified acquisition threshold based on internal controls, an evaluation of risk, and its documented procurement procedures. However, in no circumstances can this threshold exceed the dollar value established in the FAR (48 C.F.R. Part 2, Subpart 2.1) for the simplified acquisition threshold. Recipients should determine if local government laws on purchasing apply. 2 C.F.R. 200.1, .320(a)(2)(ii)

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Stated Threshold means total losses under the shared loss agreements in the amount of $110,000,000.00.

  • Threshold means with respect to Party B: infinity.

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Ownership Threshold means, with respect to any Person, Beneficial Ownership of the greater of (A) 15% of the Common Shares at any time outstanding or (B) the percentage of the outstanding Common Shares Beneficially Owned by such Person on the date of this Rights Agreement, plus in the case of this clause (B) 1% of the Common Shares outstanding on such date.

  • Step-Down Amount means, with respect to any Distribution Date, the excess, if any, of (x) the Required Pro Forma Note Balance over (y) the Pro Forma Note Balance on such Distribution Date, calculated for this purpose only without deduction for any Step-Down Amount (i.e., assuming that the entire amount described in clause (x) of the definition of “Principal Distributable Amount” is distributed as principal on the Notes); provided, however, that the Step-Down Amount in no event may exceed the amount that would reduce the positive difference, if any, of (i) the Pool Balance minus (ii) the Pro Forma Note Balance, to an amount less than 0.50% of the initial aggregate principal balance of the Receivables.

  • Micro-purchase threshold means the dollar amount at or below which a district may purchase property or services using micro-pur- chase procedures. Generally, the micro-purchase threshold for pro- curement activities administered under federal awards is not to ex- ceed the amount set by the Federal Acquisition Regulations (FAR) at 48 C.F.R. Part 2, Subpart 2.1 [see below], unless a higher threshold is requested by the district and approved by the cogni- zant agency for indirect costs.

  • VWAP Minimum Price Threshold means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.

  • Valuation Cap means a pre-money valuation of US $27,500,000.

  • Earn-Out Amount has the meaning set forth in Section 2.07(a).

  • stipulated minimum threshold means that portion of local production and content as determined by the Department of Trade and Industry; and

  • Broken Amount means, in respect of any Interest Payment Date, the amount specified in the relevant Final Terms.

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

  • Valuation Amount means, in respect of each Mortgaged Vessel, the value thereof as most recently determined under clause 8.2.2; and

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

  • Hurdle Amount means for the applicable period, an amount equal to 5.0% of the Beginning VPU.

  • Accelerated Purchase Minimum Price Threshold means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, any minimum per share price threshold set forth in the applicable Accelerated Purchase Notice.

  • Aggregate Industry Equivalent Unit Score is then calculated for each S&P Industry Classification, shown on Schedule 2, and is equal to the sum of the Equivalent Unit Scores for each issuer in such industry classification group.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.