Disposition Consideration definition
Disposition Consideration means (a) for any Disposition (other than an Exclusive License), the aggregate fair market value of any assets sold, transferred, leased or otherwise disposed of and (b) for any Exclusive License, the aggregate cash payment paid to Parent or any Restricted Subsidiary on or prior to the consummation of the Exclusive License (and which, for the avoidance of doubt, shall not include any royalty, earnout, contingent payment or any other deferred payment that may be payable thereafter).
Disposition Consideration means (a) for any Disposition (other than an Exclusive License), the aggregate fair market value of any assets sold, transferred, leased, licensed or otherwise disposed of and (b) for any Exclusive License, the aggregate cash payment paid to Irish Holdco or any Restricted Subsidiary on or prior to the consummation of the Exclusive License (and which, for the avoidance of doubt, shall not include any royalty, earnout, contingent payment or any other deferred payment that may be payable thereafter).
Disposition Consideration means for any Disposition, the aggregate fair market value of any assets sold, transferred, leased, licensed or otherwise disposed of.
Examples of Disposition Consideration in a sentence
To the extent not already implemented, within 120 days after the Effective Date, CVS shall implement written Policies and Procedures regarding the operation of CVS’s compliance program and its compliance with Federal health care program requirements.
If the Treasury Disposition Consideration is the De Minimis Purchase Price, in accordance with Section 2.04(B)(v) of the Agreement, please indicate whether the Insured CDFI has maintained its status as an Insured CDFI as set forth in such Section or commits to maintain its CDFI certification as set forth in such Section, by checking the following applicable box below: ☐ The Recipient has satisfied the requirement to maintain Insured CDFI status as set forth in Section 2.04(B)(v).
If the Treasury Disposition Consideration is the De Minimis Purchase Price, in accordance with Section 2.04(B)(iv) of the Agreement, the Recipient hereby represents that it is an Insured CDFI as of the Closing Date.
The Recipient and, if different, the Purchaser shall have delivered to Treasury an Acknowledgement and Agreement, in the form of Exhibit D hereto, acknowledging and agreeing to the calculation of the Treasury Disposition Consideration and the other matters set forth therein.
Subject to, and on the terms and conditions of, this Agreement, following exercise of the Option, the Purchaser shall purchase from Treasury, and Treasury shall sell, transfer, convey, assign and deliver to the Purchaser, effective at the Closing, the ECIP Securities for a purchase price equal to the Treasury Disposition Consideration.
More Definitions of Disposition Consideration
Disposition Consideration means, for any Exclusive License, the aggregate cash payment paid to Parent or any Subsidiary on or prior to entering into the Exclusive License (and which, for the avoidance of doubt, shall not include any purchase price adjustment, Milestone Payment, royalty, earnout, contingent payment, back-end or any other deferred payment that may be payable thereafter).
Disposition Consideration means for any Disposition, the fair market value of any assets sold, leased, subleased or otherwise disposed of. “Disqualified Capital Stock” means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such redemption is in part, only such part coming into effect prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued shall constitute Disqualified Capital Stock), (b) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Capital Stock that would constitute Disqualified Capital Stock, in each case at any time prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued (it being understood that if any such conversion or exchange is in part, only such part coming into effect prior to 91 days following the Latest Maturity Date at the time such Capital Stock is issued shall constitute Disqualified Capital Stock), (c) contains any mandatory repurchase obligation or any other repurchase obligation at the option of the holder thereof (other than for Qualified Capital Stock), in whole or in part, which may come into effect prior to 91 days following the Latest
Disposition Consideration means, with respect to any disposition of assets or series of related dispositions of assets, the lower of: (a) the aggregate fair market value of the assets sold, transferred, licensed, leased or otherwise disposed of in such disposition or series of related dispositions; and (b) the gross proceeds yielded to the Borrower or any Subsidiary from such disposition or series of related dispositions.
Disposition Consideration means (a) for any Disposition (other than an Exclusive License), the aggregate fair market value of any assets sold, transferred, leased or otherwise disposed of and (b) for any Exclusive License, the aggregate cash payment paid to Parent or any Restricted Subsidiary on or prior to the consummation of the Exclusive License (and which, for the avoidance of doubt, shall not include any royalty, earnout, contingent payment or any other deferred payment that may be payable thereafter). “Disqualified Equity Interest” means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition: (e) matures or is mandatorily redeemable (other than solely for Equity Interests in such Person or of Parent that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation or otherwise; (f) is convertible or exchangeable at the option of the holder thereof for Indebtedness or Equity Interests (other than solely for Equity Interests in such Person or of Parent that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or (g) is or may be redeemable (other than solely for Equity Interests in such Person or of Parent that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests) or is or may be required to be repurchased by
Disposition Consideration means, with respect to any disposition of assets or series of related dispositions of assets, the lower of:
Disposition Consideration means for any Disposition, the aggregate sale price received in exchange for any assets sold, transferred, leased or otherwise disposed of (and which, for the avoidance of doubt, shall not include any royalty, earnout, contingent payment or any other deferred payment that may be payable thereafter).
Disposition Consideration means, with respect to any disposition of assets or series of related dispositions of assets, the lower of (a) the aggregate fair market value of the assets sold, transferred, licensed, leased or otherwise disposed of in such disposition or series of related dispositions, and (b) the gross proceeds yielded to the Borrower or any Subsidiary from such disposition or series of related dispositions.