Deemed Consideration definition

Deemed Consideration means the aggregate consideration received or deemed received by the Company with respect to the Company's issuance of a Convertible Security or Option (a "Deemed Issuance of Common Stock"), determined by adding (i) the aggregate amount, if any, received or receivable by the Company as consideration in respect of the issuance of Options and/or Convertible Securities constituting such Deemed Issuance of Common Stock, and (ii) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the full exercise of the Options (and if Options to acquire Convertible Securities, upon full exercise of the conversion rights with respect to such Convertible Securities) and upon full conversion of the Convertible Securities in order to acquire the underlying shares of Common Stock.
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Deemed Consideration means the aggregate consideration received -------------------- or deemed received by the Borrower with respect to a Deemed Issuance of Shares, determined by adding (i) the aggregate amount, if any, received or receivable by the Borrower as consideration in respect of the issuance of Options and/or Convertible Securities constituting such Deemed Issuance of Shares, and (ii) the minimum aggregate amount of additional consideration, if any, payable to the Borrower upon the full exercise of the Options (and if Options to acquire Convertible Securities, upon full exercise of the conversion rights with respect to such Convertible Securities) and upon full conversion of the Convertible Securities in order to acquire the underlying Shares.
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Deemed Consideration at any time means (i) the Initial Consideration, plus (ii) the aggregate amount of Additional Consideration paid or payable as of such time, and minus (iii) the aggregate Payback Amount paid or payable as of such time.
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Examples of Deemed Consideration in a sentence

  • Deemed Consideration under Capital Gains & Other Sources The finance bill proposes to amend section 50C & 56 (2)(x)in respect of sale of Land and Buildings or transactions covered u/s 56(2)(x) so as to allow a variation of 5% in case of difference in transaction value adopted and stamp duty value.

  • The Deemed Consideration Price of RM2.10 per Unit is close to the record high of the Units’ transacted price of RM2.16 per Unit on 24 August 2012 since the listing of the Fund in 2007 and as such, provides an attractive exit point for the unitholders of the Fund to realise capital gain on their investment in the Fund.

  • For Example: in cases where Corporate Guarantee is provided it is difficult to determine the value of services.Suggestion It is suggested that the provision be amended to provide a Deemed Consideration Mechanism wherein cost plus some deemed margin (may be 10%) be taken as value of Services on the similar lines as provided under Rule 8 of Excise Valuation Rules, wherein the Value of the Goods is taken as 110% of cost of the Goods.

  • If the Fund declares, makes and/or pays a dividend or other distribution of any nature whatsoever ( “ Distribution”) after the date of the SUR Proposal Letter up to completion of the Proposals, the Deemed Consideration Price shall be reduced by an amount equivalent to the Distribution made per Unit.

  • Goodwill arising on the acquisition of the Existing Group of approximately RMB1,961,656,000, being the excess of the Deemed Consideration over the identifiable assets and liabilities of the Existing Group upon the completion date of the Reverse Takeover Transaction, was recorded.

  • And the term “person” 4] they use as the Fathers have used it, to signify, not a part or quality in another, but that which subsists of itself.5] They condemn all heresies which have sprung up against this article, as the Manichaeans, who assumed two principles, one Good and the other Evil: also the Valentinians, Arians, Eunomians, Mohammedans, and all such.

  • The payment of the Deemed Consideration Price to the unitholders will be made as soon as practicable following the registration of the amended Trust Deed.

  • Avoid the use of plastic deflectors on the supply air registers which tend to short circuit the warm air straight into the return air grills.

  • Suggestion It is suggested that the provision be amended to provide a Deemed Consideration Mechanism wherein cost plus some deemed margin (may be 10%) be taken as value of Services on the similar lines as provided under Rule 8 of Excise Valuation Rules, wherein the Value of the Goods is taken as 110% of cost of the Goods.

  • The consideration deemed received by the Corporation upon such issuance or sale ("Deemed Consideration") shall be an amount equal to the consideration received by the Corporation upon the issuance or sale of the Calls, plus the minimum aggregate amount of additional consideration payable to the Corporation upon conversion or exercise thereof into shares of Common Stock.


More Definitions of Deemed Consideration

Deemed Consideration means the aggregate consideration received or deemed received by the Company with respect to a Deemed Issuance of Common Stock, determined by adding (i) the aggregate amount, if any, received or receivable by the Company as consideration in respect of the issuance of Options and/or Convertible Securities constituting such Deemed Issuance of Common Stock, and (ii) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the full exercise of the Options (and if Options to acquire Convertible Securities, upon full exercise of the conversion rights with respect to such Convertible Securities) and upon full conversion of the Convertible Securities in order to acquire the underlying shares of Common Stock.
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Deemed Consideration means the aggregate consideration -------------------- received and deemed to be received by the Company in respect of a Deemed Issuance of Common Stock, determined by adding (x) the aggregate amount, if any, received or receivable by the Company as consideration in respect of the Issuance of Rights or Convertibles constituting such Deemed Issuance of Common Stock and (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the Full Exercise of all Rights or Convertibles necessary in order to obtain the Shares Deemed Issued in such Deemed Issuance of Common Stock;
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Related to Deemed Consideration

  • Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).

  • 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.

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

  • 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.

  • Additional Consideration has the meaning set forth in Section 3.2.

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

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

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

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

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

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

  • 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.

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

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

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

  • 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.

  • 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.

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

  • 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.

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

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

  • 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).

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

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

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

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