Investment Consideration definition
Investment Consideration means, with respect to any Investment in any Person or Permitted Joint Venture, the sum (without duplication) of:
Investment Consideration means, collectively, (A) the aggregate purchase consideration for an Acquisition and all other payments (but excluding any related acquisition fees, costs and expenses incurred in connection with any Acquisition), directly or indirectly, by any Person in exchange for, or as part of, or in connection with, an Acquisition, whether paid in cash or cash equivalents or by exchange of equity interests or of any property or by the assumption of Indebtedness of the target, business unit or asset group acquired or proposed to be acquired in any such Acquisition or otherwise and whether payable prior to, as of the consummation of, or after any such Acquisition, including any earn-outs and deferred payment obligations (whether contingent or otherwise), (B) the aggregate amount of all loans made by the Borrower to an Approved Entity in the case of any Future Approved Entity Investment and (C) the aggregate amount of all loans made by the Borrower to any Subsidiary or Associated Practice to fund Permitted Acquisitions or other Investments; provided, that Investment Consideration shall not include (a) any consideration or payment paid by the Borrower or any of its Subsidiaries (i) with the net cash proceeds from any substantially concurrent issuance of Capital Stock of the Borrower to its shareholders and/or (ii) in the form of Capital Stock of the Borrower and (b) cash and cash equivalents acquired by the Borrower or any of its Subsidiaries as part of the applicable Investment.
Investment Consideration means the aggregate cash consideration for the Canopy Investment, as set forth in the Subscription Agreement as in effect on the date of the Commitment Letter.
Examples of Investment Consideration in a sentence
Pay to STXRA within five (5) business days of the initial closing of the Investment (the “Initial Closing”) a cash amount equal to the Payment Percentage of the Total Investment Consideration (as defined below) paid by CONDOR to the seller(s) at the Initial Closing (the “Payment Consideration”).
OCTI will receive Common Stock Investment Consideration of 25,000 shares of the common stock of Healthcare of Today, Inc.
Other than in connection with the Aggregate Escrowed MVB Stock Consideration to be held in the Escrow Account by the Escrow Agent pursuant to the terms and conditions of the applicable Redemption Agreement, the MVB Investment Consideration shall be paid to Sellers directly at Closing, in accordance with Section 1.1(c) above.
The proceeds of the Revolving Credit Loans hereunder shall be used for the purpose of refinancing certain outstanding Indebtedness of the Company and its Subsidiaries under the Existing Agreement, repurchasing or redeeming the Sinking Fund Debentures and for general corporate purposes (other than to finance Investments with respect to which the Investment Consideration is more than $5,000,000 in the aggregate).
On the Closing Date, ▇▇▇-▇▇▇ will acquire 50,000,000 common shares of OCTI stock, in exchange for the Common Stock Investment Consideration set forth in paragraph 1.2A below (the "Common Stock Investment Consideration").
More Definitions of Investment Consideration
Investment Consideration means, with respect to any Investment, the aggregate amount of consideration paid by any Borrower or any of their respective Subsidiaries in connection with therewith, including, without duplication:
Investment Consideration shall have the meaning ascribed thereto in Section 9.1;
Investment Consideration means, collectively, (A) the aggregate purchase consideration for an Acquisition and all other payments (but excluding any related acquisition fees, costs and expenses incurred in connection with any Acquisition), directly or indirectly, by any Person in exchange for, or as part of, or in connection with, an Acquisition, whether paid in cash or cash equivalents or by exchange of equity interests or of any property or by the assumption of Indebtedness of the target, business unit or asset group acquired or proposed to be acquired in any such Acquisition or otherwise and whether payable prior to, as of the consummation of, or after any such Acquisition, including any earn-outs and deferred payment obligations (whether contingent or otherwise), (B) the aggregate amount of all loans made by the Borrower to an Approved Entity in the case of any Future Approved Entity Investment and (C) the aggregate amount of all loans made by the Borrower to any Subsidiary or Associated Practice to fund Permitted Acquisitions or other Investments; provided, that Investment Consideration shall not include (a) any consideration or payment paid by the Borrower or any of its Subsidiaries (i) with the net cash proceeds from any substantially concurrent issuance of Capital Stock of the Borrower to its shareholders and/or (ii) in the form of Capital Stock of the Borrower and (b) cash and cash equivalents acquired by the Borrower or any of its Subsidiaries as part of the applicable Investment. “Investments” shall have the meaning set forth in Section 7.4. “IRS” shall mean the United States Internal Revenue Service. “ISDA Definitions” shall mean the 2006 ISDA Definitions, published by the International Swaps and Derivatives Association, Inc., or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto. “Issuing Banks” shall mean Truist Bank in its capacity as the issuer of Letters of Credit pursuant to Section 2.22 together with any other Lender as the Borrower may from time to time select as an Issuing Bank hereunder pursuant to Section 2.22; provided that such ▇▇▇▇▇▇ has agreed to be an Issuing Bank. “Knowledge” of Borrower shall mean the actual knowledge of any of the Borrower’s Responsible Officers. “LC Commitment” shall mean that portion of the Aggregate Revolving Commitments that may be u...
Investment Consideration has the meaning set forth in Section 2.2.
Investment Consideration means, collectively, (A) the aggregate purchase consideration for an Acquisition and all other payments (but excluding any related acquisition fees, costs and expenses incurred in connection with any Acquisition), directly or indirectly, by any Person in exchange for, or as part of, or in connection with, an Acquisition, whether paid in cash or cash equivalents or by exchange of equity interests or of any property or by the assumption of Indebtedness of the target, business unit or asset group acquired or proposed to be acquired in any such Acquisition or otherwise and whether payable prior to, as of the consummation of, or after any such Acquisition, including any earn-outs and deferred payment obligations (whether contingent or otherwise; provided, that, any deferred contingent liability shall be included as an estimated amount measured by the Borrower in good faith) and LEGAL02/47564990v13 330042200 v2
Investment Consideration means, in respect of an Investment, the consideration payable by the Corporation in respect such Investment (including, without limitation, the
Investment Consideration means, collectively, (A) the aggregate purchase consideration for an Acquisition and all other payments (but excluding any related acquisition fees, costs and expenses incurred in connection with any Acquisition), directly or indirectly, by any Person in exchange for, or as part of, or in connection with, an Acquisition, whether paid in cash or cash equivalents or by exchange of equity interests or of any property or by the assumption of Indebtedness of the target, business unit or asset group acquired or proposed to be acquired in any such Acquisition or otherwise and whether payable prior to, as of the consummation of, or after any such Acquisition, including any earn-outs and deferred payment obligations (whether contingent or otherwise), (B) the aggregate amount of all loans made by the Borrower to an Approved Entity in the case of any Future Approved Entity Investment and