Initial Transaction Consideration definition

Initial Transaction Consideration means (a) the Transaction Consideration, minus (b) the aggregate Preferred Share Liquidation Closing Payment, minus (c) the Original Escrow Amount and minus (d) the Representative Expense Fund.
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Initial Transaction Consideration has the meaning set forth in Section 2.1.1.
Sample 1

Examples of Initial Transaction Consideration in a sentence

  • At or prior to the Effective Time, the Buyer shall deliver, in trust, to the Paying Agent, for the benefit of the Company Stockholders, sufficient funds for timely payment of the Initial Transaction Consideration and the Preferred Share Liquidation Closing Payment to be exchanged for Company Shares.

  • Prior to the Effective Time, the Buyer shall appoint the Paying Agent to effect the delivery of the Initial Transaction Consideration and the aggregate Preferred Share Liquidation Closing Payment in exchange for Certificates.

  • Immediately after the occurrence of a conversion of Dissenting Shares into the right to receive Transaction Consideration pursuant to Section 1.6(a), the Buyer or the Surviving Corporation shall deliver to the Paying Agent for distribution to the Company Stockholder holding such Dissenting Shares the Initial Transaction Consideration and, if applicable, the Preferred Share Liquidation Closing Payment to which such holder is entitled pursuant to Section 1.5, subject to the provisions of Section 1.9.

  • Notwithstanding the foregoing, neither the Paying Agent nor any Party shall be liable to a holder of Company Shares for any Initial Transaction Consideration or Preferred Share Liquidation Closing Payment payable to such holder pursuant to Section 1.5 that is delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.

  • The chart below shows our company structure, together with common equity ownership: [Flow chart of Huntsman Corporation and affiliates] Transaction Consideration Initial Transaction Consideration In exchange for transferring its business to us, Huntsman Specialty: .

  • Tranche 1 The Assignee must pay the Initial Transaction Consideration — Tranche 1 on the Completion Date.

  • Following Buyer’s delivery of the Initial Transaction Consideration pursuant to Section 2.1.1, Seller shall duly execute and acknowledge the Memorandum and deliver the Memorandum in recordable form to Escrow Holder.

  • The chart below shows our company structure, together with common equity ownership: [Flow chart of Huntsman Corporation and affiliates] Transaction Consideration Initial Transaction Consideration In exchange for transferring its business to us, Huntsman Specialty .

  • If the Subsidiary, within the twelve (12) month calendar period immediately following the Closing Date, does not collect a total of at least Six Hundred Thousand and 00/100 Dollars ($600,000.00) from the accounts receivable purchased pursuant to this Agreement (the “Acquired Accounts Receivable”), then the Initial Transaction Consideration shall be reduced dollar for dollar by the A/R Adjustment.

  • In particular O(mjmjjmjjj) ∩ Wϕ(i, V ) − S is not empty.Hence Watlas(χ, V, S, ϕ, i) is an atlas of (Wϕ(i, V ), S), and since we proved that Wϕ(i, V ) is equidimensional, then by [30, Lemma A.12] sing(Wϕ(i, V )) ⊂ S.

Related to Initial Transaction Consideration

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

  • 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.

  • Base Merger Consideration means an amount equal to $1,855,000,000.

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

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

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Aggregate Merger Consideration has the meaning set forth in Section 2.1(a).

  • Cash Merger Consideration has the meaning set forth in Section 2.5.

  • Permitted Acquisition Consideration means in connection with any Permitted Acquisition, the aggregate amount (as valued at the Fair Market Value of such Permitted Acquisition at the time such Permitted Acquisition is made) of, without duplication: (a) the purchase consideration paid or payable in cash for such Permitted Acquisition, 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 including any and all payments representing the purchase price and any assumptions of Indebtedness and/or Guarantee Obligations, “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 and (b) the aggregate amount of Indebtedness incurred or assumed in connection with such Permitted Acquisition; provided, in each case, that any such future payment that is subject to a contingency shall be considered Permitted Acquisition Consideration only to the extent of the reserve, if any, required under GAAP (as determined at the time of the consummation of such Permitted Acquisition) to be established in respect thereof for the Borrower or its Restricted Subsidiaries.

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

  • Conversion Consideration shall have the meaning specified in Section 14.12(a).

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

  • Final Merger Consideration has the meaning set forth in Section 2.10(b)(ii)(D).

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Stock Consideration has the meaning set forth in Section 2.01(c).

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

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

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

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

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

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

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

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

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

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

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