Equity Consideration definition

Equity Consideration has the meaning set forth in Section 2.02.

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Equity Consideration has the meaning set forth in Section 5.1(b)(iii).

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

Examples of Equity Consideration in a sentence

Sellers and Purchaser shall, and shall cause their respective Affiliates to, treat for U.S. federal (and applicable state, local, and non-U.S.) income tax purposes the issuance of any Units pursuant to this Section 2.08 as an adjustment to the Equity Consideration received in the Transactions, and the payment of any cash pursuant to this Section 2.08 as an adjustment to the Final Cash Consideration, except for any imputed interest or as otherwise required by Law.
Notwithstanding the foregoing, unless any requisite Parent stockholder approval is obtained, the number of Units to be paid in the Earnout Payment pursuant to this Agreement, when combined with the Equity Consideration, shall not equal or exceed an aggregate of 20% of the number of shares of Parent Common Stock issued and outstanding as of the date of this Agreement, and any Earnout Payment in excess of such amount shall be paid in cash in U.S. dollars.
Each Seller is acquiring the securities constituting its portion of the Equity Consideration and, if applicable, any Earnout Payment, solely for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of the Securities Act or other applicable securities Laws.
All Units of the Purchaser to be issued hereunder as Equity Consideration or an Earnout Payment will have been validly issued and will be fully paid and non-assessable when issued and delivered in accordance with the terms of this Agreement, and the issuance thereof will be free of preemptive rights.

More Definitions of Equity Consideration

Equity Consideration means the number of shares of common stock, ordinary shares or other units of common equity, if any, in each case listed on an Exchange described in clause (i) of the definition thereof, that a holder of Ordinary Shares receives or is entitled to receive in a Fundamental Transaction with respect to or in exchange for each Ordinary Share held by such holder immediately prior to the consummation of the Fundamental Transaction.

Equity Consideration shall have the meaning specified in Section 2.1.

Equity Consideration shall have the meaning specified in Section 3.1.

Equity Consideration has the meaning set forth in Article 2.

Equity Consideration means any consideration paid in the form of, or from the cash proceeds of any issuance of, Capital Stock or Preferred Stock (other than Disqualified Capital Stock), or any option, warrant or other right to acquire Capital Stock or Preferred Stock (other than Disqualified Capital Stock) of the Issuer (other than any Capital Stock or any option, warrant or other right to acquire Capital Stock issued in connection with the Plan of Reorganization).

Equity Consideration means, with respect to any Acquisition, as at the date of consummation of such Acquisition, the Equity Interests of the Borrower or any of its Subsidiaries to be transferred as consideration in connection with such Acquisition. For purposes of determining the Equity Consideration for any transaction, the Equity Interests of the Borrower shall be valued in accordance with GAAP.

Equity Consideration has the meaning assigned to such term in Section 1.3(a).