Excluded Consideration means, with respect to any Permitted Acquisition, consideration consisting of (a) any Equity Interests (other than Disqualified Equity Interests) of Holdings issued to the seller of the Equity Interests, property or assets acquired in such Permitted Acquisition, (b) to the extent not required at such time to prepay the Loans pursuant to Section 2.05(b), consideration consisting of the Net Cash Proceeds of (i) any Permitted Equity Issuance consummated subsequent to the Closing Date, (ii) any Disposition by Holdings or any of its Subsidiaries of the type described in Section 7.05(a), (c), (f), (l) and (m), (iii) any Casualty Event that occurs subsequent to the Closing Date, (iv) the incurrence or issuance of any Permitted Subordinated Indebtedness permitted under Section 7.03 and (c) 25% of the amount of Excess Cash Flow for any fiscal year (commencing with the fiscal year ended January 3, 2009).
Excluded Consideration means consideration consisting of (a) any Equity Interests (other than Disqualified Equity Interests) of Holdings issued to the seller of the Equity Interests, property or assets acquired in an Investment permitted under Section 7.02(i), or (m), and (b) consideration in an amount equal to the sum of (i) the Net Cash Proceeds of (A) Indebtedness under the Second Lien Facility incurred in reliance on Section 7.03(a)(i)(A), (B) any Permitted Holdco Debt, (C) any Permitted Equity Issuance consummated subsequent to the Closing Date, (D) any Disposition by Holdings, the Borrower or any of its Restricted Subsidiaries of the type described in Section 7.05(a), (c), (f), (i), (j), (k) and (m), (E) any Casualty Event that occurs subsequent to the Closing Date and (F) the incurrence or issuance of any Permitted Subordinated Indebtedness permitted by Section 7.03(a)(iii) plus (ii) the amount of Excess Cash Flow for any fiscal year (commencing with the fiscal year ended February 28, 2005, which fiscal year shall be for the period from the Closing Date through February 28, 2005), but only to the extent the amounts described in clauses (a) and (b) above are Not Otherwise Applied.
Excluded Consideration means anything other than US Dollars, New Shares or Public Securities Consideration (as defined below). Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, subject to the immediately succeeding paragraph, if a Merger Event occurs, for which the consideration received by shareholders of the Issuer includes only (a) cash and/or Public Securities Consideration (as defined below) and (b) New Shares, then (i) the Strike Price for the Put and the Call shall, effective on the Merger Date in respect of such Merger Event, be reduced by the sum of the amount of any cash and the market price of any Public Securities Consideration, as determined by the Calculation Agent, received by Counterparty in such Merger Event in respect of one Share; provided, however, that the Strike Price shall never be reduced to less than zero, and (ii) the
Examples of Excluded Consideration in a sentence
Plaintiff inadvertently duplicated the number 11 when numbering his paragraphs in his 7.1 Statement.
More Definitions of Excluded Consideration
Excluded Consideration means consideration consisting of (a) any Equity Interests (other than Disqualified Equity Interests) of the Borrower issued to the seller of the Equity Interests, property or assets acquired in such Permitted Acquisition and (b) consideration in an amount equal to the sum of the Net Cash Proceeds of (w) any Permitted Equity Issuance consummated subsequent to the Closing Date and received by the Borrower by means of capital contribution or otherwise, (x) any Disposition by the Borrower or any of its Restricted Subsidiaries of the type described in Section 7.05(a), (h), (i) and (k), (y) any Casualty Event that occurs subsequent to the Closing Date and (z) the incurrence or issuance of any Permitted Subordinated Indebtedness permitted by Section 7.03(a)(ii).
Excluded Consideration means anything other than US Dollars, New Shares or Public Securities Consideration (as defined below). Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, subject to the immediately succeeding paragraph, if a Merger Event occurs, for which the consideration received by shareholders of the Issuer includes only (a) cash and/or Public Securities Consideration (as defined below) and (b) New Shares, then (i) the Strike Price for the Put and the Call shall, effective on the Merger Date in respect of such Merger Event, be reduced by the sum of the amount of any cash and the market price of any Public Securities Consideration, as determined by the Calculation Agent, received by Counterparty in such Merger Event in respect of one Share; provided, however, that the Strike Price shall never be reduced to less than zero, and (ii) the consequences set forth above opposite Share-for-Share shall apply to that portion of the consideration that consists of New Shares as determined by the Calculation Agent. “Public Securities Consideration” shall mean any securities (other than New Shares) quoted, traded or listed on any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ National Market or NASDAQ or any other publicly traded security for which a quotation is available on TRACE or another similar pricing service, as determined by the Calculation Agent. Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, for purposes of the Put, in JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association. Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX. Authorised and regulated by the Financial Services Authority the event that shareholders of the Issuer are entitled to make an election with respect to the type of consideration to be received in a Share-for-Combined Merger Event of the type described in the two immediately preceding paragraphs, the consideration for each Share shall be deemed to be the per Share consideration received with respect to a plurality of the Shares in the Merger Event. In such event, Xxxxx Corning shall provide JPMorgan with prompt notice of such consideration for the Shares. For purposes of the Call, the consideration for the Shares in a Share-for-Combined Merger Eve...
Excluded Consideration means anything other than US Dollars, New Shares or Public Securities Consideration (as defined below). Notwithstanding anything herein, in the Agreement or in the Equity Definitions to the contrary, subject to the immediately succeeding paragraph, if a Merger Event occurs, for which the consideration received by shareholders of the Issuer includes only (a) cash and/or Public Securities Consideration (as defined below) and (b) New Shares, then (i) the Strike Price for the Put and the Call shall, effective on the Merger Date in respect of such Merger Event, be reduced by the sum
Excluded Consideration means (A) amounts payable by Exult to Cxxxxxxx pursuant to this Agreement or any of the agreements referenced in Section 4, (B) salary, (C) indemnification of Cxxxxxxx in his capacity as an officer or employee of Exult or any of its affiliates that Exult is legally obligated to provide Cxxxxxxx, (D) expense reimbursement, (E) standard benefits to which Cxxxxxxx is entitled pursuant to applicable Exult policies, including without limitation 401(k) matching, and (F) anything that is determined by Exult in the future to be Excluded Consideration. The Offset Account balance will be reduced Dollar-for-Dollar by all amounts applied to offset Exult obligations pursuant to this Section 5(b), with portions of the Offset Account attributable to Net Proceeds deemed exhausted before portions attributable to Payments are used, and portions attributable to Payments exhausted before use of Vested Shares. In addition, the Offset Account balance will be reduced Dollar-for-Dollar by damages paid by Cxxxxxxx to Exult as a result of any breach by Cxxxxxxx of his covenant regarding resignation set forth in Section 9(a) of the Amended and Restated Employment Agreement between Cxxxxxxx and Exult.
Excluded Consideration means consideration consisting of (a) any Equity Interests (other than Disqualified Equity Interests) of Holdings issued to the seller of the Equity Interests, property or assets acquired in such Permitted Acquisition and (b) consideration in an amount equal to the sum of (i) the Net Cash Proceeds of (w) any Permitted Equity Issuance consummated subsequent to the Closing Date, (x) any Disposition by Holdings, the Company or any of its Restricted Subsidiaries of the type described in Section 7.05(a), (c), (f), (j), (k) and (m), (y) any Casualty Event that occurs subsequent to the Closing Date and (z) the incurrence or issuance of any Permitted Subordinated Indebtedness permitted by Section 7.03(a)(iii) plus (ii) the amount of Excess Cash Flow for any fiscal year (commencing with the fiscal year ended November 30, 2004, which fiscal year shall be for the period from the Closing Date through November 30, 2004), but only to the extent the amounts described in clauses (i) and (ii) above are Not Otherwise Applied.
Excluded Consideration means, with respect to any Permitted Acquisition, consideration consisting of (a) any Equity Interests (other than Disqualified Equity Interests) of Holdings issued to the seller of the Equity Interests, property or assets acquired in such Permitted Acquisition, (b) net proceeds of any Permitted Equity Issuance consummated subsequent to the Closing Date, (c) to the extent not required at such time to prepay the Term Loans pursuant to Section 2.03(b)(ii), consideration consisting of the Net Proceeds of any Asset Sale by Holdings or any of its Subsidiaries, (d) net proceeds of the incurrence or issuance of any Permitted Subordinated Indebtedness permitted under Section 7.03 and (e) 25% of the amount of Excess Cash Flow (as defined in the Credit Agreement), or any similar term in any other Credit Agreement, for any fiscal year (commencing with the fiscal year ended December 31, 2004).
Excluded Consideration means, with respect to any purchase or acquisition of property or assets, consideration in an amount equal to the Net Cash Proceeds of any Permitted Equity Issuance that are used, substantially contemporaneously with the receipt thereof, to fund such purchase or acquisition, but only to the extent such amounts are Not Otherwise Applied.