Designated Consideration definition

Designated Consideration means, with respect to any share of Company Common Stock issuable under a particular Option, an amount equal to the excess, if any, of (i) the Merger Consideration per share of Company Common Stock over (ii) the exercise price payable in respect of such share of Company Common Stock issuable under such Option.
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Designated Consideration means: (i) the total amount of all cash paid, disbursed or otherwise made available to the Client, or any Strategic Agreement, or paid to a third party on behalf of or for the direct or indirect benefit of the Client, or any Strategic Agreement, by any Counterparty, including, without limitation, gross proceeds of a loan, equity or other investment, royalties, payments for research and development as well as payments contingent upon the realization of future financial, product, regulatory, business or other specific performance, including a series of payments, upfront payments, research funding, milestones, and other support payments; (ii) the total value of all assets, facilities, securities, intellectual or other property or rights granted, paid or delivered or otherwise made available to the Client by any Counterparty, including, without limitation, loans, forward equity purchase commitments, options, or warrants; and (iii) the total value of all cash, securities, and assets contributed by the Client, a Counterparty or other person in the case of a Transaction involving a Strategic Agreement. For purposes of this paragraph, the term the “Company” shall include any new entity set up by the Client, or a Strategic Agreement and/or any Counterparty in which the Designated Consideration is contributed, disbursed or paid.
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Designated Consideration is defined in Section 5.3 (a) of the Agreement.
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Examples of Designated Consideration in a sentence

  • Parent and Merger Sub have, and as of the Closing will have, access to cash, in the aggregate, sufficient for Merger Sub and the Surviving Corporation to pay the aggregate Merger Consideration and Designated Consideration and any other amounts required to be paid by Parent and Merger Sub in connection with the consummation of the Transactions, including all related fees and expenses.

  • Nothing contained in this Section 2.2(a) and no investment losses resulting from investment of the funds deposited with the Paying Agent shall diminish the rights of any holder of Company Common Stock (including Restricted Shares that are treated as Company Common Stock pursuant to Section 2.4) to receive the Merger Consideration or any holder of an Option to receive the Designated Consideration, in each case as provided herein.

  • Each of the Paying Agent, Parent and the Surviving Entity shall be entitled to deduct and withhold from the Merger Consideration and the Designated Consideration such amounts, if any, as may be required to be deducted or withheld therefrom under the Code or under any other Applicable Law.

  • Nothing contained in this Section 2.2(a) and no investment losses resulting from investment of the funds deposited with the Paying Agent shall diminish the rights of any holder of Company Common Stock (including Restricted Shares that are treated as Company Common Stock pursuant to Section 2.4(b)) to receive the Merger Consideration or any holder of an Option to receive the Designated Consideration, in each case as provided herein.

  • The Surviving Corporation shall be responsible for ensuring that applicable withholding Taxes and payroll Taxes are withheld and paid in connection with payments of Designated Consideration under this Section 5.3(a) in respect of such Company Options.


More Definitions of Designated Consideration

Designated Consideration means all consideration paid by the Company and its Subsidiaries in
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Designated Consideration shall have the meaning set forth in Section 2.4(b).
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Designated Consideration means a purchase money note or other noncash consideration received in connection with the sale by the Company of a TravelCenter (including any related personal or real property) or any portion thereof; PROVIDED that the aggregate amount of Designated Consideration that the Company or any Restricted Subsidiary may receive from Asset Dispositions shall not exceed $10,000,000 in fair market value as determined in good faith by the Board of Directors plus the amount of cash received pursuant to the terms or from the disposition of Designated Consideration.
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Designated Consideration has the meaning specified in clause (2)(k) of the definition of “Excess Cash Flow.”
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Related to Designated Consideration

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

  • 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.

  • Designated Non-Cash Consideration means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, executed by the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

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

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

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

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

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

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

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

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

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

  • 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.

  • Independent Consideration shall have the meaning as set forth in Section 2.14.

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

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

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

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Contingent Consideration shall have the meaning set forth in Section 2.5.

  • 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.

  • 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.

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

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

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