Expense Consideration definition

Expense Consideration means (a) 0.3%, multiplied by (b) the Total Preferred Merger Consideration.
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Expense Consideration is defined in Section 2.06(a).
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Expense Consideration means the amount out of the Expense Fund to be released to the Company Holders as and when payable based on their respective Pro Rata Shares of any remaining portion of the Expense Fund.
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Examples of Expense Consideration in a sentence

  • To the extent permitted by Law, the Parties agree to treat all payments made under this Article VII, under any other indemnity provision contained in this Agreement, and for any misrepresentations or breach of warranties or covenants, as adjustments to the Expense Consideration for all Tax purposes.

  • Without limiting the foregoing, the Representative may be reimbursed for Representative Reimbursable Expenses out of the Expense Consideration.

  • This SOW is intended to provide the Contractor with the general requirements of the various Site Remediation Program efforts (PAs, SIs, RIs, etc.) to be performed under this contract.

  • The Expense Consideration for the expenses of Seller shall be $100,000 (the “Expense Consideration”), which shall be paid by Purchaser to Seller within fifteen days (15) of the Closing Date (50%) and 3 months thereafter (50%).

  • To the extent permitted by Law, the Parties agree to treat all payments made under this Article , under any other indemnity provision contained in this Agreement, and for any misrepresentations or breach of warranties or covenants, as adjustments to the Expense Consideration for all Tax purposes.

  • Fiscal Year Ending 2014 Budget Workshop – John Marsh, City Treasurer46 (Timestamp 00:02:56) Kuna City Council Meeting Minutes – August 6, 2013Page 1 of 15 123 John Marsh presented a PowerPoint of the Revenue and Expense Consideration Decision4 Matrix for FYE 2014 noting the information was previously sent to the Mayor and Council5 in preparation of the budget workshop.

Related to Expense Consideration

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

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $50,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

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

  • Earnout Consideration shall have the meaning specified in Section 2.03(b).

  • Scheme Consideration means, in respect of:

  • 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.

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

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

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

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

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

  • Non-Cash Consideration means consideration in a form other than cash.

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

  • 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.

  • 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.

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Estimated Merger Consideration shall have the meaning set forth in Section 2.10(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Aggregate Consideration has the meaning set forth in Section 11.6(C).

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

  • Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Share Issuer) involved in the Merger Event or a third party).

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

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • 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.

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