Equivalent Consideration definition

Equivalent Consideration means, with respect to the Class A Common Stock or the Class B Common Stock, the same consideration paid or otherwise distributed in respect of the Class B Common Stock or the Class A Common Stock, respectively; provided, however, that in the event that consideration is paid in capital stock or other securities of another entity, such securities need not be identical with respect to voting rights in order to be Equivalent Consideration. For the avoidance of doubt, compensation pursuant to any employment, consulting, severance or other compensatory arrangement to be paid to or received by a person who is also a holder of Class A Common Stock or Class B Common Stock does not constitute consideration in respect of the Class A Common Stock or Class B Common Stock.
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Equivalent Consideration means, with respect to the Class 1 Common Stock and Class 2 Common Stock, the same consideration paid or otherwise distributed per share in respect of each such class of Common Stock; provided, however, that in the event that consideration is paid in capital stock or other securities of another entity, such securities need not be identical with respect to voting rights in order to be Equivalent Consideration. For the avoidance of doubt, compensation pursuant to any employment, consulting, severance or other compensatory arrangement to be paid to or received by a person who is also a holder of Common Stock does not constitute consideration in respect of such Common Stock.
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Equivalent Consideration means consideration in the same form, in the same amount and with the same voting rights on a per-share basis; provided, however, that for the avoidance of doubt, consideration to be paid or received by a holder of Class A Common Stock or Class B Common Stock in connection with any Combination Transaction pursuant to any employment, consulting, severance or other arrangement shall not be deemed to be “consideration” that is included in the determination of “Equivalent Consideration.”
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Examples of Equivalent Consideration in a sentence

  • Under no circumstances shall Purchaser elect option (ii) above if Purchaser is unable to provide the Cash Equivalent Consideration portion of the Purchase Price or complete the Project as defined in Section 1(b) above.

  • Any First Texas Stock Option with an Option Exercise Price that equals or exceeds the sum of the Per Share Cash Equivalent Consideration and the Per Share Cash Consideration shall be canceled with no consideration being paid to the optionholder with respect to such First Texas Stock Option.

  • Any Bryn Mawr Stock Option with an exercise price that equals or exceeds the Per Share Cash Equivalent Consideration shall be canceled with no consideration being paid to the optionholder with respect to such Bryn Mawr Stock Option.

  • For the avoidance of doubt, any vested Company Stock Option with an exercise price per Company Share as of immediately prior to the Effective Time that is greater than or equal to the Per Share Cash Equivalent Consideration shall be cancelled for no consideration immediately prior to the Effective Time and the holder of such Company Stock Option shall have no further rights with respect thereto.

  • Student must have fulfilled financial obligations to the school unless other arrangements have been made.Students must achieve a minimum attendance rate of 80% of the total program in order to graduate from a program.

  • Considering the New Consideration, but maintaining the same price references as those indicated in the previous paragraph, which are prior to the Initial Announcement of the Offer and which have varied since the date of the Offer Document and will continue to vary according to the market price of the MFE Shares A on Euronext Milan, the Effective Equivalent Consideration would amount to EUR 5.91 per MES share.

  • A-2 Common Share Equivalent Consideration ....................................

  • Katzenberg’s use of the term “consulting agreement” for the Side Deal was an improper attempt to divert part of the Merger consideration to himself and avoid complying with the Charter provision requiring Equivalent Consideration for all stockholders of DreamWorks.

  • Taking into account the total number of MES shares to which the Offer is addressed, i.e. 138,763,424 shares, (i) the maximum aggregate amount of the Cash Consideration would be EUR 258,099,968.64,(ii) the maximum aggregate cash equivalent amount of the Offer Consideration per Two Shares would be approximately EUR 520,404,469.03 and, therefore, (iii) the maximum aggregate amount of the Effective Equivalent Consideration would be, approximately, EUR 778,504,437.67.

  • Presumably cognizant of the Equivalent Consideration Charter Provision, the Company’s outside directors determined that they would seek a transaction in which all DreamWorks shares would receive the same consideration.


More Definitions of Equivalent Consideration

Equivalent Consideration means, with respect to the Class 1 Common Stock, Class 2 Common Stock and Class 3 Common Stock, the same form of consideration paid or otherwise distributed per share in respect of each such class of Common Stock; provided, however, that in the event that consideration is paid in capital stock or other securities of another entity, such securities need not be identical with respect to voting rights in order to be Equivalent Consideration and in the case of the Tilray Reorganization, the issuance of High Vote Stock to the Founders and Tilray Class 2 Common Stock, with one vote per share, par value $0.0001 per share (“Tilray Class 2 Common Stock”) to the non-Founders shall be deemed to be Equivalent Consideration; and provided further, that in the event that any consideration is paid in cash in lieu of the issuance of certain shares of capital stock or other securities of another entity (“Cashed Out Securities”), any such cash payment made in lieu of the issuance of Cashed Out Securities shall be deemed to be Equivalent Consideration so long as all such cash payments are made among all stockholders1 of the Company pro rata based on all shares of Common Stock outstanding immediately prior to the Tilray Reorganization; and provided further, that the Cashed Out Securities may be limited to shares of Tilray Class 2 Common Stock. For the avoidance of doubt, compensation pursuant to any employment, consulting, severance or other compensatory arrangement to be paid to or received by a person who is also a holder of Common Stock does not constitute consideration in respect of such Common Stock.
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Equivalent Consideration means consideration of substantially equivalent economic value as determined by the Board at the time of execution of the definitive agreement relating to the applicable merger, consolidation, acquisition or reorganization; provided, that (i) the consideration to be received by holders of Class A Stock shall be permitted to be of a different form than the consideration to be received by the holders of Class B Stock and (ii) in the event that securities of any Person are to be received by holders of Class A Stock and Class B Stock, such securities (and, if applicable, the securities into which the received securities are convertible, or for which they are exchangeable, or which they evidence the right to purchase) shall be permitted to differ with respect to their relative voting rights and related differences in conversion and share distribution provisions, with holders of shares of Class B Stock receiving the class or series having the higher relative voting rights (without regard to whether such rights differ to a greater or lesser extent than the corresponding differences in voting rights and related differences in conversion and share distribution provisions between the Class A Stock and the Class B Stock), and the differences permitted by this clause (ii) shall not be taken into account in the determination of equivalent economic value.
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Related to Equivalent Consideration

  • Equivalent Amount of any currency with respect to any amount of Dollars at any date shall mean the equivalent in such currency of such amount of Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time, on the date on or as of which such amount is to be determined.

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

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

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Lead equivalent means the thickness of lead affording the same attenuation, under specified conditions, as the material in question.

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

  • Black Scholes Consideration Value means the value of the applicable Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance thereof calculated using the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg utilizing (i) an underlying price per share equal to the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the public announcement of the execution of definitive documents with respect to the issuance of such Option or Convertible Security (as the case may be), (ii) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of such Option, Convertible Security or Adjustment Right (as the case may be) as of the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be), (iii) a zero cost of borrow and (iv) an expected volatility equal to the greater of 100% and the 30 day volatility obtained from the “HVT” function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the date of issuance of such Option, Convertible Security or Adjustment Right (as the case may be).

  • Equivalent Preferred Stock shall have the meaning set forth in Section 11(b) hereof.

  • Equivalent Shares means Preferred Shares and any other class or series of capital stock of the Company which is entitled to the same rights, privileges and preferences as the Preferred Shares.

  • Per Share Consideration means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

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

  • Ordinary Shares Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(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.

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

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

  • Aluminum equivalent means the thickness of type 1100 aluminum alloy affording the same attenuation, under specified conditions, as the material in question.

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

  • Equivalent Preferred Shares shall have the meaning set forth in Section 11(b) hereof.

  • Intrinsic Value means reinstatement value of insured property or item less due allowance for betterment, wear and tear and/or depreciation

  • Reference Share Price means, on any day, the closing price of a Reference Share on the primary exchange on which the Reference Share is traded, as reported by such exchange, provided that if the primary exchange on which a particular Reference Share is traded is not open for trading on that day, if there is no closing price on that day or if there is a market disruption event affecting such Reference Share on that day, the closing price on the immediately preceding day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, except if this occurs on the Issue Date or an Average Valuation Date, in which case the closing price on the immediately following day on which such exchange is open for trading (and for which there is a closing price and no market disruption event) will be used, up to a maximum postponement of five Business Days. If the closing of the primary exchange, the absence of a closing price or the market disruption event should last for five Business Days, the closing price of the relevant Reference Share will be a price determined on such fifth Business Day by the Calculation Agent in its sole discretion and in good faith using market-accepted practices.

  • Class B Ordinary Share means an Ordinary Share of a par value of US$0.0001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

  • 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.

  • Equivalent Securities with respect to a Transaction, Securities equivalent to Purchased Securities under that Transaction. If and to the extent that such Purchased Securities have been redeemed, the expression shall mean a sum of money equivalent to the proceeds of the redemption;

  • Ordinary Share means a Class A Ordinary Share or a Class B Ordinary Share;